IR-Med, Inc. Files Amended 10-K for Fiscal Year Ended December 31, 2023

TL;DR

<b>IR-Med, Inc. has filed an amended 10-K for FY2023, providing updated financial and operational information.</b>

AI Summary

IR-Med, Inc. (IRME) filed a Amended Annual Report (10-K/A) with the SEC on April 8, 2024. IR-Med, Inc. filed an amended 10-K report for the fiscal year ending December 31, 2023. The filing is an amendment to a previous filing, indicating updates or corrections to the original report. The company's fiscal year ends on December 31st. IR-Med, Inc. was formerly known as International Display Advertising, Inc., with a name change effective January 5, 2021. The company is incorporated in Nevada and operates in the Electromedical & Electrotherapeutic Apparatus industry.

Why It Matters

For investors and stakeholders tracking IR-Med, Inc., this filing contains several important signals. This amended filing suggests that the initial 10-K filing may have contained errors or omissions that required correction, potentially impacting the accuracy of previously reported information. As a 10-K/A filing, it signifies a material update to the company's annual disclosure, which could influence investor understanding of its financial health and strategic positioning for the 2023 fiscal year.

Risk Assessment

Risk Level: medium — IR-Med, Inc. shows moderate risk based on this filing. The filing is an amendment (10-K/A), which implies that the original filing may have contained inaccuracies or omissions that needed correction, raising questions about the initial reporting reliability.

Analyst Insight

Investors should carefully review the specific changes made in this amended 10-K filing to understand their impact on IR-Med, Inc.'s financial performance and disclosures.

Key Numbers

• 2023-12-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 2024-04-08 — Filing Date (FILED AS OF DATE)
• 2021-01-05 — Date of Name Change (FORMER COMPANY)

Key Players & Entities

• IR-Med, Inc. (company) — CONFORMED NAME
• International Display Advertising, Inc. (company) — FORMER COMPANY
• 2023-12-31 (date) — CONFORMED PERIOD OF REPORT
• 2024-04-08 (date) — FILED AS OF DATE
• NV (state) — STATE OF INCORPORATION
• 3845 (industry) — STANDARD INDUSTRIAL CLASSIFICATION
• 000-56492 (filing_id) — SEC FILE NUMBER
• 20210105 (date) — DATE OF NAME CHANGE

FAQ

Risk Factors

• Amended Filing Implies Prior Inaccuracies [medium — regulatory]: The filing of an amended 10-K (10-K/A) suggests that the original annual report may have contained errors or omissions that required correction.

Industry Context

IR-Med, Inc. operates within the Electromedical & Electrotherapeutic Apparatus industry, a sector focused on medical devices and equipment utilizing electronic and therapeutic principles.

Regulatory Implications

The filing is a 10-K/A, an amended annual report, indicating a need for correction or supplementation of previously submitted information to the SEC.

What Investors Should Do

1. Review the specific amendments made in the 10-K/A filing.
2. Assess the impact of any corrections on previously reported financial data.
3. Monitor future filings for any further disclosures or clarifications.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the 10-K filing.
• 2024-04-08: Filing Date — Date the amended 10-K was filed with the SEC.
• 2021-01-05: Name Change — Date IR-Med, Inc. changed its name from International Display Advertising, Inc.

Year-Over-Year Comparison

This filing is an amendment (10-K/A) to a previous 10-K filing for the fiscal year ended December 31, 2023, indicating that updates or corrections were necessary.

Key Financial Figures

• $0.001 — ction 12(g) of the Act: Common Stock, $0.001 per share (Title of class) Indicate
• $1.07 — ed by reference to the closing price of $1.07 of such common stock on the OTC Markets
• $26.8 billion — ssue. PIs in the U.S. alone account for $26.8 billion in healthcare spending and result in 60
• $10.2 billion — and Quality (AHRQ) reports that PIs add $10.2 billion to annual U.S. healthcare costs. 3 Furt
• $26.8 b — utable to hospital-acquired PIs reaches $26.8 billion, and 2.5 million patients per yea
• $20,900 — I. Patient care costs per PI range from $20,900 up to $151,700. PIs are among one of th
• $151,700 — e costs per PI range from $20,900 up to $151,700. PIs are among one of the five most com
• $645 billion — arket, which is anticipated to be worth $645 billion by 2025 (CAGR 8.7%). 7 It is estimated

Filing Documents

• form10-ka.htm (10-K/A) — 1936KB
• ex31-1.htm (EX-31.1) — 12KB
• ex31-2.htm (EX-31.2) — 12KB
• ex32-1.htm (EX-32.1) — 6KB
• ex32-2.htm (EX-32.2) — 6KB
• form10-ka_001.jpg (GRAPHIC) — 3KB
• 0001493152-24-013411.txt (&nbsp;) — 7114KB
• irme-20231231.xsd (EX-101.SCH) — 48KB
• irme-20231231_cal.xml (EX-101.CAL) — 62KB
• irme-20231231_def.xml (EX-101.DEF) — 157KB
• irme-20231231_lab.xml (EX-101.LAB) — 313KB
• irme-20231231_pre.xml (EX-101.PRE) — 270KB
• form10-ka_htm.xml (XML) — 1193KB

RISK FACTORS

ITEM 1A. RISK FACTORS 23

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 50

CYBERSECURITY

ITEM 1C. CYBERSECURITY 51

PROPERTIES

ITEM 2. PROPERTIES 51

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 51

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 52 PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 52

RESERVED

ITEM 6. RESERVED 52

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 53

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 57

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 57

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 58

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 58

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 58

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 58 PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 59

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 62

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 69

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 70

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 72 PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 72

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY 74

SIGNATURES

SIGNATURES 75 2 FORWARD-LOOKING This annual report on Form 10-K for the year ended December 31, 2023, or this Annual Report on Form 10-K, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve risks and uncertainties, principally in the sections entitled "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding future events, our future financial performance, expectations for growth and revenues, anticipated timing and amounts of milestone and other payments under collaboration agreements, business strategy and plans, objectives of management for future operations, timing and outcome of legal and other proceedings and our ability to finance our operations are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipates," "approach," "believes," "can," "contemplate," "continue," "look forward," "ongoing," "could," "estimates," "expects," "intends," "may," "appears," "suggests," "future," "likely," "goal," "plans," "potential," "possibly," "projects," "predicts," "seek," "should," "target," "would" or "will" and other similar words or expressions or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks and uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements, to

Business

Business Overview On February 28, 2024, following financial difficulties our Board of Directors resolved that the Company's operations will be limited only to critical actions in order to save funds. Accordingly, the following description of our three product candidates' development and commercialization plans are currently on hold and are subject to us being able to raise additional funds to support our operations and to further develop and commercialize our products, which are in various stages of design and development. We are in the process of developing a cutting-edge infrared spectroscopy and artificial intelligence (AI) analysis technology platform, as a basis for point-of-care decision support devices. The infrared spectroscopy technology allows harmless and non-invasive gathering of bio-information from a patient's blood and tissue. Bioinformation is then analyzed using our AI process to provide healthcare professionals with decision support in the detection and monitoring of various disease conditions. PressureSafe , our first product based on this platform, is a handheld device designed to revolutionize early detection of pressure injuries (PIs) affecting skin and underlying tissue. PIs in the U.S. alone account for $26.8 billion in healthcare spending and result in 60,000 deaths annually. PressureSafe is expected to contribute to early detection of PIs, regardless of patient skin tone. This will drive equitable healthcare and help reduce the toll and cost of PIs. We plan to launch PressureSafe as a decision support system (DSS) tool for care givers in hospitals, nursing homes and home-care companies. We are currently working on completing the development of the commercial version of the PressureSafe device, planned to be launched during 2024, following registration and listing under the U.S. Food and Drug Administration. Similarities in physiological development of pressure injuries and Diabetic Foot Ulcers under the skin surface allow the IRMED d

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