IRME / IR-Med Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August [], 2025, between IR-Med Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 28, 2025 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 28, 2025 IR-MED, INC.

COMMON STOCK PURCHASE WARRANT IR-MED, INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2025 ☐ Transition Report Purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-56492 IR-Med, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2025 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2025 IR-MED, INC.

Second Amendment to Employment Agreement between the Company and Mr. Levkoviz

Exhibit 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of July 23rd, 2025 by and among I.R. Med Ltd, an Israeli Company with registration # 514824952, (the “Company”), and Sharon Levkoviz ID # 027123751 (the “employee”). WHEREAS, the Company and the employee entered into an employment agreement in January ,2021 (the “Employmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2025 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2025 IR-MED, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 11, 2025 IR-MED, INC.

Form of Purchase Agreement among the Company and the Investors

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2025, between IR-Med Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in th

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 5, 2025 IR-MED, INC.

IR-Med, Inc. ZHR Industrial Zone Rosh Pina, Israel, 1231400

IR-Med, Inc. ZHR Industrial Zone Rosh Pina, Israel, 1231400 May 23, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 RE: IR-Med, Inc. File No. 333-287229 Registration Statement on Form S-1 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests

As filed with the Securities and Exchange Commission on May 22, 2025

As filed with the Securities and Exchange Commission on May 22, 2025 Registration No.

As filed with the Securities and Exchange Commission on May 21, 2025

As filed with the Securities and Exchange Commission on May 21, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2025 ☐ Transition Report Pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-56492 IR-Med, Inc. (

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) IR-MED INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee

As filed with the Securities and Exchange Commission on May 13, 2025

As filed with the Securities and Exchange Commission on May 13, 2025 Registration No.

IR-Med, Inc. ZHR Industrial Zone Rosh Pina, Israel 1231400

IR-Med, Inc. ZHR Industrial Zone Rosh Pina, Israel 1231400 May 2, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: IR-Med, Inc. (CIK: 0001839133) Withdrawal of Registration Statement on Form S-1 (File No. 333-280446) Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2025 IR-MED, INC.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 6, 2025 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56492 IR-MED, INC. (E

Description of Registered Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 31, 2025, IR-Med, Inc. (“IR-Med,” “we,” “us” or the “Company”) had one class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock, $0.001 par value per share (“Common Stock”). Each o

Insider Trading Policy.

Exhibit 19.1 IR-MED, INC. INSIDER TRADING POLICY AND GUIDELINES WITH RESPECT TO CERTAIN TRANSACTIONS IN COMPANY SECURITIES Date: March 31, 2025 This Insider Trading Policy (the “Policy”) provides guidelines to directors, officers, employees and other related persons of IR-Med, Inc. (the “Company”), a company incorporated under the laws of the State of Nevada, with respect to transactions in the Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 26, 2025 IR-MED, INC.

Form of Convertible Loan Agreement, dated March 26, 2025, between the Company and certain shareholders (incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on April 1, 2025).

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES MAY CONVERT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURIT

Form of Note Purchase Agreement, dated March 26, 2025, between the Company and certain shareholders (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on April 1, 2025).

Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of the date contained in the signature page annexed hereto (the “Closing Date”), by and among IR-MED, INC., a Nevada corporation (the “Company”), and the subscriber identified on the signature page annexed hereto (the “Subscriber”) whose address is set forth on the Signature Page to this Agreement. REC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: N/A Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Equity Purchase Agreement, dated March 11 2025 by and between IR-Med, Inc. and Williamsburg Venture Holdings, LLC (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on March 14, 2025).

Exhibit 10.1 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 11, 2025 (the “Execution Date”), by and between IR-Med Inc, a Nevada corporation (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (the “Investor”). RECITALS WHEREAS, the parties desire that, upon the terms and subject to the conditions cont

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 11, 2025 IR-MED, INC.

Registration Rights Agreement, dated March 11, 2025, by and between IR-Med, Inc. and Williamsburg Venture Holdings, LLC (incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on March 14, 2025).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 11, 2025 (the “Execution Date”), is entered into by and between IR-Med Inc., a Nevada corporation (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period ended September 30, 2024 ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period ended September 30, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-56492 IR-Med, In

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 17, 2024 (October 15, 2024) IR-MED, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 17, 2024 IR-MED, INC.

Investor presentation (furnished herewith)

Exhibit 99.1

Methodist Healthcare Adopts IR-MED’s PressureSafe™ Device for Usability Study: Decision Support Device Aims to Reduce Substantial Healthcare Burden of Pressure Injuries

Exhibit 99.1 Methodist Healthcare Adopts IR-MED’s PressureSafe™ Device for Usability Study: Decision Support Device Aims to Reduce Substantial Healthcare Burden of Pressure Injuries ● Patient enrollment and monitoring with PressureSafe™ has commenced ● In a similar study conducted at the world’s 2nd largest HMO, PressureSafe™ had efficacy of 92% in detection and the incidence of pressure injuries

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 10, 2024 IR-MED, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 28, 2024 (August 21, 2024) IR-MED, INC.

IR-MED Appoints Ran Ziskind, Tech Entrepreneur, Growth Manager, and Inventor as Chief Executive Officer

Exhibit 99.1 IR-MED Appoints Ran Ziskind, Tech Entrepreneur, Growth Manager, and Inventor as Chief Executive Officer Rosh Pina, Israel, August 28, 2024 — IR-MED Inc., (“IR-MED” or the “Company”) (OTCQB:IRME), developer of a noninvasive artificial intelligence (AI) driven spectrographic analysis technology platform to address significant healthcare needs, announced today that Mr. Ran Ziskind has jo

Employment agreement between IR.Med Ltd. and Ran Ziskind dated as of August 22, 2024 (incorporated by reference as Exhibit 10.1 to the report on Form 8-K filed on August 28, 2024)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into on August 22, 2024, by and between IR. Med LTD, R.N. 514824952 a private company incorporated under the laws of the State of Israel and maintaining its principal place of business at Yahalom 20 Z.H.R Industrial Zone Rosh Pina, Israel (the “Company”), and Ran Ziskind I.D. number 023713266, residing at Rosh Pina, Israel (the “Executive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2024; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2024; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-56492 IR-Med, Inc

The Company’s 2020 Incentive Stock Option Plan.

Exhibit 10.1 IR-Med, INC. 2020 INCENTIVE STOCK PLAN This IR-Med, INC., 2020 Incentive Stock Plan (the “Plan”) is designed to retain directors, executive and selected employees and consultants and reward them for making major contributions to success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietar

As filed with the Securities and Exchange Commission on July 24, 2024

As filed with the Securities and Exchange Commission on July 24, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) IR-Med, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Amount Registered (1)(2) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Pai

Amended and Restated Consulting Agreement dated as of July 7, 2024, between IR. Med Ltd. and Aharon Klein (incorporated by reference to Exhibit 10.1 to the report on Form 8-K filed with the SEC on July 11, 2024)

Exhibit 10.1 AMENDMENT TO CONSULTING AGREEMENT This AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) dated as of July 7, 2024, by and between Aharon Klien (the “Consultant”) and I.R. Med Ltd. (the “Company”). Each of the Company and the Consultant shall be referred to collectively as the “Parties” and individually as a “Party.” WHEREAS, the Company and the Consultant entered into a Consulting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 11, 2024 (July 7, 2024) IR-MED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 11, 2024 (July 7, 2024) IR-MED, INC.

Amended and Restated Consulting Agreement dated as of July 7, 2024, between IR. Med Ltd. and Yaniv Cohen (incorporated by reference to Exhibit 10.1 to the report on Form 8-K filed with the SEC on July 11, 2024)

Exhibit 10.2 AMENDMENT TO CONSULTING AGREEMENT This AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) dated as of July 7, 2024, by and between Yaniv Cohen (the “Consultant”) and I.R. Med Ltd. (the “Company”). Each of the Company and the Consultant shall be referred to collectively as the “Parties” and individually as a “Party.” WHEREAS, the Company and the Consultant entered into a Consulting A

Description of Registered Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of June 24, 2024, IR-Med, Inc. (“IR-Med,” “we,” “us” or the “Company”) had one class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock, $0.001 par value per share (“Common Stock”). Each of

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) IR-Med, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Newly Registered Securities Equity U

As filed with the Securities and Exchange Commission on June 24, 2024

As filed with the Securities and Exchange Commission on June 24, 2024 Registration No.

Certificate of Amendment filed with the Secretary of State for the State of Nevada on June 6, 2024 (incorporated by reference to Exhibit 3.1 to report on Form 8-K filed with the SEC on June 10, 2024)

Exhibit 3.1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 10, 2024 (June 4, 2024) IR-MED, INC.

Form of Purchase Agreement among the Company and the Investors

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2024, between IR-Med Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in th

Form of June 2024 Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-K filed with the SEC on June 10, 2024)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2024; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2024; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-56492 IR-Med, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-5

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2024 IR-MED, INC.

IR-MED’s PressureSafe™ Receives FDA Listing for the Indication of Decision Support Device for Pressure Injuries

Exhibit 99.1 IR-MED’s PressureSafe™ Receives FDA Listing for the Indication of Decision Support Device for Pressure Injuries ● Marks major milestone prior to launch in U.S. market ● PressureSafe™ scanner and disposable pack both listed with FDA ● PressureSafe™ can support early detection of pressure injuries, potentially setting a new standard of care to address a healthcare challenge that costs $

Amendment and Extension to Convertible Bridge Loan between the Company and certain investors, dated March 1, 2024.

Exhibit 10.31 THIRD AMENDMENT TO LOAN AGREEMENT This THIRD AMENDMENT TO THE SHARHOLDER LOAN AGREEMENT (this “Amendment”) is made as of this 1st day of January 2024 (the “Effective Date”), by and between IR. Med Ltd. an Israeli company (the “Company”) and the undersigned lenders (each a “Lender” and collectively, the “Lenders”). Capitalized terms not otherwise defined herein shall have the meanings

Amendment and Extension to 2015 Loan Agreement between the Company and Yaniv Cohan, dated March 1, 2024.

Exhibit 10.29 AMENDMENT TO LOAN AGREEMENT This AMENDMENT TO THE LOAN AGREEMENT (this “Amendment”) is made as of this 1st day of January 2024 (the “Effective Date”), by and between IR. Med Ltd. an Israeli company (the “Company”) and the individual listed in Exhibit A of this Amendment (the “Lender”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in th

Description of Registered Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of April 1, 2024, IR-Med, Inc. (“IR-Med,” “we,” “us” or the “Company”) had one class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock, $0.001 par value per share (“Common Stock”). Each of

Amendment and Extension to 2015 Loan Agreement between the Company and Aharon Klein, dated March 1, 2024.

Exhibit 10.28 AMENDMENT TO LOAN AGREEMENT This AMENDMENT TO THE LOAN AGREEMENT (this “Amendment”) is made as of this 1st day of January 2024 (the “Effective Date”), by and between IR. Med Ltd. an Israeli company (the “Company”) and the individual listed in Exhibit A of this Amendment (the “Lender”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in th

Amendment and Extension to 2017 Loan Agreement between the Company and Yaniv Cohan, dated March 1, 2024.

Exhibit 10.30 AMENDMENT TO LOAN AGREEMENT This AMENDMENT TO THE LOAN AGREEMENT (this “Amendment”) is made as of this 1st day of January 2024 (the “Effective Date”), by and between IR. Med Ltd. an Israeli company (the “Company”) and the individual listed in Exhibit A of this Amendment (the “Lender”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56492 IR-MED, INC. (E

Form on Warrant Extension dated December 20, 2023, signed between the Company and certain warrant holders.

Exhibit 10.27 AMENDMENT NO. 1 TO Common stock PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of December 20, 2023, by and between IR-MED, INC., a corporation organized under the laws of the State of Nevada (the “Company”), and [] (the “Holder”). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of [] to pur

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2024 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2024 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2024 IR-MED, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 18, 2024 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period ended September 30, 2023 ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period ended September 30, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-56492 IR-Med, In

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2023 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 4, 2023 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 4, 2023 IR-MED, INC.

IR-MED Appoints Healthcare Executive and Entrepreneur Tzur Di-Cori as Chief Executive Officer Mr. Di-Cori’s vast healthcare experience includes President of LifeWatch Technologies, a developer of technologies that help physicians detect symptoms befo

Exhibit 99.1 IR-MED Appoints Healthcare Executive and Entrepreneur Tzur Di-Cori as Chief Executive Officer Mr. Di-Cori’s vast healthcare experience includes President of LifeWatch Technologies, a developer of technologies that help physicians detect symptoms before they become major health problems Rosh Pina, Israel, October 4, 2023 — IR-MED Inc., (“IR-MED” or the “Company”) (OTCQB:IRME), develope

Employment Agreement, dated September 5, 2023, between IR-Med, Inc. and Tzur Di-Cori.

Exhibit 10.1

IR-MED to Conduct Usability Study with Methodist Healthcare of San Antonio for its PressureSafe Device Which is Slated for U.S. Launch in H1 2024

Exhibit 99.1 IR-MED to Conduct Usability Study with Methodist Healthcare of San Antonio for its PressureSafe Device Which is Slated for U.S. Launch in H1 2024 ● Study to address the substantial challenge of healthcare inequality in the early detection of pressure injuries in people of dark skin tones ● PressureSafe, a skin-color agnostic decision support device, uses AI and infrared light to see b

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 26, 2023 IR-MED, INC.

Investor presentation

Exhibit 99.2

IR-MED Chairman & Interim CEO Issues Letter to Shareholders

Exhibit 99.1 IR-MED Chairman & Interim CEO Issues Letter to Shareholders Rosh Pina, Israel, August 21, 2023 (GLOBE NEWSWIRE) — IR-MED Inc., (“IR-MED” or the “Company”) (OTCQB:IRME), developer of a noninvasive AI-driven infrared spectrographic analysis technology platform to address significant healthcare needs, today issued the following update to shareholders from its Chairman & Interim Chief Exe

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 21, 2023 IR-MED, INC.

Form of June 2023 Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 10-Q filed with the SEC on August 14, 2023)

Exhibit 4.1 FORM OF WARRANT THESE WARRANTS ARE NOT TRANSFERABLE NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS

Composite Copy (marked) of the Company’s Bylaws as amended on August 13, 2023.

Exhibit 3.2 BYLAWS OF IR-MED, INC. (effective as of December 24, 2020) As amended as of August 13, 2023 ARTICLE I Meetings of Stockholders and Stockholder Matters SECTION 1. Annual Meeting. An annual meeting of the stockholders of IR-Med, Inc., a Nevada corporation (hereinafter, the “Corporation”) for the election of directors to succeed only those whose terms expire in such year (the “Applicable

Form of 2023 Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 10-Q filed with the SEC on August 14, 2023)

Exhibit 10.2 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by IR-Med, Inc, Inc., a Nevada corporation (the “Company”). R E C I T A L S A. The Company is offering to qualified accredited investors units of its securiti

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10-Q filed with the SEC on August 14, 2023)

Exhibit 3.1 BYLAWS OF IR-MED, INC. (effective as of December 24, 2020) As amended as of August 13, 2023 ARTICLE I Meetings of Stockholders and Stockholder Matters SECTION 1. Annual Meeting. An annual meeting of the stockholders of IR-Med, Inc., a Nevada corporation (hereinafter, the “Corporation”) for the election of directors to succeed only those whose terms expire in such year (the “Applicable

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period ended June 30, 2023 ☐ Transition Report Purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period ended June 30, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-56492 IR-Med, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2023 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2023 IR-MED, INC.

Investor presentation

Exhibit 99.1

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported):May 29, 2023 IR-MED, INC.

Termination and Settlement Agreement, dated as of May 22, 2023, by and among IR-Med, Inc., IR. Med Ltd. and Moshe Gerber (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on May 24, 2023)

Exhibit 10.25 TERMINATION AND SETTLEMENT AGREEMENT TERMINATION AND SETTLEMENT AGREEMENT made as of the 21st day of May 2023 (the “Effective Date”), by and among IR-Med, Inc., a Nevada corporation with offices at ZHR Industrial Zone Rosh Pina Israel (“IR-Med Inc.”), IR. Med Ltd., a company organized under the laws of Israel, with offices at ZHR Industrial Zone, Rosh Pina Israel (“IR-Med Ltd”; toget

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported):May 21, 2023 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2023; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2023; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-56492 IR-Med, In

May 11, 2023

May 11, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attn: Jeanne Baker Terence O’Brien Re: IR-Med, Inc. Form 10-K filed March 29, 2023 File No. 000-56492 Dear Sirs/ Madams: IR-Med, Inc., a Nevada corporation (the “Company”), hereby files with the Securities and Exchange Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-5

Description of Registered Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 29, 2023, IR-Med, Inc. (“IR-Med,” “we,” “us” or the “Company”) had one class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock, $0.001 par value per share (“Common Stock”). Each o

Description of Registered Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 29, 2023, IR-Med, Inc. (“IR-Med,” “we,” “us” or the “Company”) had one class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock, $0.001 par value per share (“Common Stock”). Each o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56492 IR-MED, INC. (E

IR-Med Gains Momentum in 2022 Biotech company makes significant progress on its PressureSafe device, teeing up entry into U.S. market in 2023

Exhibit 99.1 IR-Med Gains Momentum in 2022 Biotech company makes significant progress on its PressureSafe device, teeing up entry into U.S. market in 2023 Rosh Pinna, Israel, Feb. 8, 2023 - “IR-MED” or the “Company” (OTCQB:IRME), an innovative medical device company that develops non-invasive, real-time detection devices that utilize Infrared Light Spectroscopy (IR) and Artificial Intelligence (AI

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 8, 2023 IR-MED INC.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 12, 2022 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, For use of the Commission only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2022; or ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2022; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 333-255894 IR-Me

Distribution and License Agreement dated as of October 7, 2022, between IR.Med Ltd. and PI Prevention Care LLC (incorporated by reference as Exhibit 10.1 to the quarterly report on Form 10-Q for the quarter ended September 30, 2023 filed on November 14, 2022)

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FOM THE EXHIBIT AS SUCH INFORMATION IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED ([***]). DISTRIBUTION AND LICENSE AGREEMENT This Distribution and License Agreement (this ?Agreement?) is made and entered into as of October 7, 2022 (the ?Effective Date?) between I.R Med Ltd., a company formed under the laws of the State

Form 8-A

8-A12G 1 form8-a12g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF l934 IR-MED, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 83-0452269 (I.R.S. Employer Ident

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 7, 2022 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2022; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2022; or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 333-255894 IR-Med, In

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 27, 2022 IR-MED INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2022; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2022; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 333-255894 IR-Med, I

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 2, 2022 IR-MED, INC.

Press Release issued by the Company on May 10, 2022

Exhibit 10.2 IR-MED Names Moshe Gerber as New CEO ROSH PINNA, Israel—(BUSINESS WIRE)—IR-Med (“IR-MED or the “Company”) (OTCQB:IRME), an innovative development-stage medical device company utilizing Infra-Red light spectroscopy (IR) and Artificial Intelligence (AI) technologies to develop non-invasive detection devices, today announced the appointment of Moshe Gerber as Chief Executive Officer, eff

Employment agreement between IR-Med, Ltd. and Moshe Gerber dated as of May 22, 2022 (incorporated by reference as Exhibit 10.1 to the report on Form 8-K filed on May 2, 2022)

EX-10.1 2 ex10-1.htm Exhibit 10.1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 25, 2022 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-2

IR-Med Announces $3.2 Million Private Placement

Exhibit 99.1 IR-Med Announces $3.2 Million Private Placement ROSH PINNA, Israel?(BUSINESS WIRE)?Apr 14, 2022? IR-Med (?IR-MED or the ?Company?) (OTCQB:IRME), an innovative development stage medical device company that utilizes Infra-Red light spectroscopy (IR) combined with Artificial Intelligence (AI) technologies, announced that it has entered into a Subscription Agreements with certain investor

Form of Warrant Agreement entered into by the IR-Med, Inc. and certain investors in April 2022 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 14, 2022)

Exhibit 4.1 FORM OF WARRANT THESE WARRANTS ARE NOT TRANSFERABLE NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS

Form of Subscription Agreement among the Company and the Investors

EX-10.1 3 ex10-1.htm Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by IR-Med, Inc, Inc., a Nevada corporation (the “Company”). R E C I T A L S A. The Company is offering to qualified accredited investors

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2022 IR-MED, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-255894 IR-MED INC. (E

Description of Registered Securities

EX-4.2 2 ex4-2.htm Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 30, 2022, IR-Med, Inc. (“IR-Med,” “we,” “us” or the “Company”) had one class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock, $0.001 par value per share (“Com

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 11, 2022 IR-MED INC.

IRME Letter to Shareholders

Exhibit 99.1 IRME Letter to Shareholders New York, N.Y., January 11, 2022 (GLOBE NEWSWIRE) - IR-Med, Inc. (OTCPINK: IRME). Our non-invasive monitoring technology enters the public eye ? why I?m so excited for 2022. Dear new, old, and prospective IR-Med shareholders, Welcome to IR-MED. After months of behind-the-scenes efforts, I?m excited to share with you what we?re working?and why I?m looking fo

IR-MED, INC. 37,973,724 shares of common stock

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-255894 IR-MED, INC. 37,973,724 shares of common stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 37,973,724 shares of common stock, par value $0.001 per share, of IR-Med, Inc. Of the shares being offered, 28,645,395 are presently issued and outstanding. These s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2021; or ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2021; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 333-255894 IR-Me

IR-Med Inc.

CORRESP 1 filename1.htm IR-Med Inc. November 5, 2021 VIA Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeffrey Gabor Ms. Abby Adams Re: IR-Med, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed October 28, 2021 File No: 333-255894 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of

As filed with the Securities and Exchange Commission on October 28, 2021

As filed with the Securities and Exchange Commission on October 28, 2021 Registration No.

October 28, 2021

CORRESP 1 filename1.htm October 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeffrey Gabor Ms. Abby Adams Re: IR-Med, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed October 21, 2021 File No. 333-255894 Ladies and Gentlemen: On behalf of IR-Med, Inc. (the “Company”), we

Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.4 to the Registrant’s Amendment No. 3 to the Registration Statement on Form S-1 filed with the SEC on October 28, 2021)

Exhibit 3.4

October 21, 2021

CORRESP 1 filename1.htm October 21, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeffrey Gabor Ms. Abby Adams Re: IR-Med, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 26, 2021 File No. 333-255894 Ladies and Gentlemen: On behalf of IR-Med, Inc. (the “Company”), we a

As filed with the Securities and Exchange Commission on October 21, 2021

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on October 21, 2021 Registration No. 333-255894 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IR-Med, INC. Z.H.R Industrial Zone Rosh Pina, Israel (Exact name of registrant as specified in its charter) Nevada 3845 83

Amendment to Amended and Restated Articles of Incorporation

Exhibit 3.4

As filed with the Securities and Exchange Commission on August 26, 2021

As filed with the Securities and Exchange Commission on August 26, 2021 Registration No.

Employment Agreement dated as of June 22, 2021 between Dr. Rom Eliaz and IR-Med Ltd. (incorporated by reference to Exhibit 10.20 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on August 26, 2021)

EX-10.20 4 ex10-20.htm Exhibit 10.20

IR-MED, INC. ZHR Industrial Zone Rosh Pina, Israel

CORRESP 1 filename1.htm IR-MED, INC. ZHR Industrial Zone Rosh Pina, Israel August 26, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeffrey Gabor Ms. Abby Adams Re: IR-Med, Inc. Registration Statement on Form S-1 Filed May 7, 2021 File No. 333-255894 Ladies and Gentlemen: On behalf of IR-Med,

Lease Agreement dated between IR Med Ltd. and Algaennovation Ltd. dated as of February 1 2020 [English Language Translation] (incorporated by reference to Exhibit 10.20 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on August 26, 2021)

EX-10.21 5 ex10-21.htm Exhibit 10.21 SERVICE AGREEMENT Signed and entered on the day of February 2020 By and Between: Algaennovation Ltd. Private Company No. 515564896 OTI Building, Tzahar Industrial Zone Rosh Pina (Hereinafter: “Algaennovation”) of the one part; and I.R. Med Ltd. Private Company No. 514824952 OTI Building, Tzahar Industrial Zone Rosh Pina (Hereinafter: the “Company”) of the secon

Amendment to Lease Agreement [English Language Translation] (incorporated by reference to Exhibit 10.20 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on August 26, 2021)

EX-10.22 6 ex10-22.htm Exhibit 10.22 Date: March 15, 2021 Amended Consideration in the Service Agreement of February 2020 Re: Amended Consideration in the Service Agreement between VAXA Technologies Ltd., Private Company No. 515564896 (previously Algaennovation Ltd.) and IR-Med Ltd. 514824952 The Consideration Section (Section 3.1) in the Service Agreement signed in February 2020 between VAXA Tech

Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.4 to the Registrant’s Amendment No. 3 to the Registration Statement on Form S-1 filed with the SEC on October 28, 2021)

Exhibit 3.4

Form of Common Stock Purchase Warrants (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.17 Warrant THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASON

Employment Agreement dated as of January 2021 between IR. Med Ltd. and Sharon Levkoviz (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.11 Employment Agreement This Employment Agreement (this “Agreement”) is dated as of January [], 2021, by and between I.R Med Ltd., a company organized under the laws of the State of Israel with registration number 514824952 having its principal place of business at ZHR Industrial Zone, Rosh Pina, Israel 12000 (the “Company”), and Sharon Levkoviz, ID#027123751 (the “Employee”). WHEREAS,

Amended and Restated Consulting Agreement dated as of December 24, 2020 between IR. Med Ltd and Aharon Klein

Exhibit 10.9 AMENDED AND RESTATED CONSULTING AGREEMENT THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this ?Agreement?) is made as of December 24, 2020, , by and between I.R Med Ltd., a company incorporated under the laws of the State of Israel with company number 515997500, having its principal place of business at ZHR Industrial Zone, Rosh Pina, Israel 12000 (the ?Company?) and Mr. Aharon Klein

Amended and Restated Bylaws of the Registrant

Exhibit 3.3 BYLAWS OF INTERNATION DISPLAY ADVERTISING, INC. (effective as of December 24, 2020) ARTICLE I Meetings of Stockholders and Stockholder Matters SECTION 1. Annual Meeting. An annual meeting of the stockholders of International Display Advertising, Inc., a Nevada corporation (hereinafter, the “Corporation”) for the election of directors to succeed only those whose terms expire in such yea

Registration Statement -

S-1 1 forms-1.htm Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IR-Med, INC. Z.H.R Industrial Zone Rosh Pina, Israel (Exact name of registrant as specified in its charter) Nevada 3845 83-0452269 (State or other jurisdiction (Primary Standard Industrial (IRS Employer of Incorporation or

Stock Exchange Agreement dated as of December 24, 2021, by and among IR-Med, Inc., IR. Med Ltd. and the former stockholders of IR. Med Ltd. (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

EX-2.1 2 ex2-1.htm Exhibit 2.1 STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) is made as of the 18th day of August, 2020, by and among INTERNATIONAL DISPLAY ADVERTISING, INC., a Nevada corporation (“IDAD”), IR-Med, Ltd., a company organized under the Laws of the State of Israel (“IR-Med”) and the undersigned security holders of IR-Med as listed in Exhibit A hereto (the “

Form of Letter Agreement with Employee Director (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

EX-10.8 14 ex10-8.htm Exhibit 10.8 March, 2021 To: [NAME OF DIRECTOR] Re: Letter of Engagement We take this opportunity to congratulate you on your appointment to the board of directors (the “Board”) of IR-Med, Inc. (the “Company”), effective as of January 20, 2021. Upon your appointment as director in the Board and during the term of your service on the Board, the Company hereby notifies you of t

2020 Incentive Stock Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

EX-10.18 24 ex10-18.htm Exhibit 10.18 INTERNATIONAL DISPLAY ADVERTISING, INC. 2020 INCENTIVE STOCK PLAN This INTERNATIONAL DISPLAY ADVERTISING, INC., 2020 Incentive Stock Plan (the “Plan”) is designed to retain directors, executive and selected employees and consultants and reward them for making major contributions to success of the Company. These objectives are accomplished by making long-term i

Consulting Agreement dated November 19, 2019 between IR. Med Ltd and Yaniv Cohen (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

EX-10.14 20 ex10-14.htm Exhibit 10.14

Employment Agreement dated as March 2, 2021, between IR. Med Ltd. and Aharon Binur (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.15

Loan Agreement between Yaniv Cohen and IR. Med Ltd. dated January 2015 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.4

List of Subsidiaries (incorporated by reference to Exhibit 10.20 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on August 26, 2021)

EX-21.1 26 ex21-1.htm Exhibit 21.1 List of Subsidiaries 1. IR. Med Ltd.

Convertible Bridge Loan Agreement dated March 6, 2018, among IR. Med Ltd. and the Lenders scheduled therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.1

Second Amendment to the Convertible Bridge Loan Agreement referred in Exhibit 10.3 dated as of July 20, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.3

Form of Letter Engagement with Non-Employee Directors (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

EX-10.7 13 ex10-7.htm Exhibit 10.7 March, 2021 To: [NAME OF DIRECTOR] Re: Letter of Engagement We take this opportunity to congratulate you on your appointment to the board of directors (the “Board”) of IR-Med, Inc. (the “Company”), effective as of January 20, 2021. Upon your appointment as director in the Board and during the term of your service on the Board, the Company hereby notifies you of t

Clarification to the agreements referred to Exhibits 10.4 and 10.5 (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

EX-10.6 12 ex10-6.htm Exhibit 10.6

Form of Stock Option Award Agreement under the 2020 Incentive Stock Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

EX-10.19 25 ex10-19.htm Exhibit 10.19 IR MED, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this “Agreement”), is made and effective as of this day of , 2021 (the “Grant Date”), by and between IR-Med, Inc. (the “Company”), and (“Participant”). W I T N E S S E T H: WHEREAS, the Company is desirous of increasing the incentive of Participant whose contributions are important to the continu

Employment Agreement dated as of December 24, 2020, between IR. Med Ltd. Limor Davidson Mund (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.12 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into effect on December 2020 (the “Effective Date”), by and between IR-Medical LTD, R.N. 51-4824952 a private company incorporated under the laws of the State of Israel and maintaining its principal place of business at Rosh Pina Industrial zone , Israel (the “Company”), and Limor Davidson Mund I.D. number 029626827, residing at Hod Hash

Form of Securities Purchase Agreement, dated December 24, 2021, by and among IR-Med, Inc. and the Purchasers (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.16 SUBSCRIPTION AGREEMENT This Subscription Agreement (this ?Agreement?) has been executed by the purchaser set forth on the signature page hereof (the ?Purchaser?) in connection with the private placement offering (the ?Offering?) by IR-Med, Inc., a Nevada corporation (the ?Company?). R E C I T A L S A. IRME is offering to qualified accredited investors units of its securities (the ?Of

Employment Agreement dated as of April 1, 2021 IR. Med. Ltd and Yoram Drucker

Exhibit 10.10

Settlement and Termination Agreement dated as of April 7, 2021 between IR. Med Ltd and Limor Davidson Mund

Exhibit 10.13 TERMINATION AND SETTLEMENT AGREEMENT TERMINATION AND SETTLEMENT AGREEMENT made as of the 6th day of April 2021 (the “Effective Date”), by and among IR-Med, Inc., a Nevada corporation with offices at ZHR Industrial Zone Rosh Pina Israel (“IR-Med Inc.”), IR. Medical Ltd., a company organized under the laws of Israel, with offices at ZHR Industrial Zone, Rosh Pina Israel (“IR-Med Ltd”;

Amendment to Amended and Restated Articles of Incorporation

Exhibit 3.2

Amended and Restated Articles of Incorporation of IR-Med, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INTERNATIONAL DISPLAY ADVERTISING, INC.

Amendment to the Convertible Bridge Loan Agreement referred in Exhibit 10.3 dated as of March 31, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.2

Loan Agreement between Aharon Klein and IR. Med Ltd. dated January 2015 (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 10.5

Specimen of Stock Certificate (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

Exhibit 4.1