UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
| (State or Other Jurisdiction | (commission | (IRS Employer | ||
| Of incorporation) | File Number) | Identification Number) |
| (Address of Principal Executive Offices) | (Area Code) |
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment to Consulting Agreement with the Interim Chief Executive Officer
On July 7, 2024, IR-Med, Inc. (the “Company”) entered into an Amendment to the Consulting Agreement with Mr. Aharon Klein, the Company’s Interim Chief Executive Officer and Chief Technology Officer and (the “Klein Amendment”).
The Klein Amendment amends the original consulting agreement executed by and between the Company and Mr. Klein, dated October 1, 2019, as amended on December 24, 2020. Effective June 1, 2024, the Klein Amendment provides for a monthly compensation in the amount of NIS 30,000 and an additional NIS 5,000 for car expenses. All other terms related to Mr. Klein overall compensation and equity based awards remain unchanged.
The foregoing description of the Klein Amendment is a summary and is qualified in its entirety by reference to the Klein Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Amendment to Consulting Agreement with a Company’s Chief Scientific Officer
On July 7, 2024, the Company entered into an Amendment to the Consulting Agreement with Dr. Yaniv Cohen, Chief Scientific Officer of the Company (the “Cohen Amendment”).
The Cohen Amendment amends the original consulting agreement executed by and between the Company and Dr. Cohen, dated November 1, 2019, and provides for monthly consideration of NIS 15,000, commencing as of June 1, 2024.
The foregoing description of the Cohen Amendment is a summary and is qualified in its entirety by reference to the Cohen Amendment, which is filed herewith as Exhibit 10.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Consulting Agreement between the Company and Mr. Aharon Klein | |
| 10.2 | Amendment to Consulting Agreement between the Company and Dr. Yaniv Cohen | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IR-Med, Inc. | ||
| By: | /s/ Sharon Lefkoviz | |
| Name: | Sharon Lefkoviz | |
| Title: | Chief Financial Officer | |
Date: July 11, 2024