IR-Med, Inc. Files 8-K with Corporate Updates

TL;DR

IR-Med (IRMD) filed an 8-K detailing material agreements, equity sales, and exec changes. Big moves happening.

AI Summary

IR-Med, Inc. announced on June 10, 2024, several significant corporate actions. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and the filing of financial statements and exhibits. The company was formerly known as International Display Advertising, Inc. until January 5, 2021.

Why It Matters

This 8-K filing indicates significant corporate restructuring and potential financing activities for IR-Med, Inc., which could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and material definitive agreements, which can introduce uncertainty and potential dilution.

Key Players & Entities

• IR-Med, Inc. (company) — Filer of the 8-K report
• International Display Advertising, Inc. (company) — Former name of IR-Med, Inc.
• June 10, 2024 (date) — Date of report
• June 4, 2024 (date) — Date of earliest event reported
• January 5, 2021 (date) — Date of name change from International Display Advertising, Inc.

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share, (the "Common Stock"), at a p
• $1.00 — Common Stock"), at a per share price of $1.00 and warrants to purchase up to an addit
• $715,000 — ny received aggregate gross proceeds of $715,000. The Warrants are exercisable beginni
• $5,000 — Rosenberg will receive an annual fee of $5,000. In addition, Ms. Rosenberg will be pai
• $1,000 — ddition, Ms. Rosenberg will be paid (i) $1,000 for each Board meeting attended in pers
• $300 — rd meeting attended in person; and (ii) $300 for each telephonic or virtual Board me

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex3-1.htm (EX-3.1) — 3KB
• ex4-1.htm (EX-4.1) — 104KB
• ex10-1.htm (EX-10.1) — 193KB
• ex3-1_001.jpg (GRAPHIC) — 383KB
• ex3-1_002.jpg (GRAPHIC) — 308KB
• ex3-1_003.jpg (GRAPHIC) — 60KB
• 0001493152-24-023335.txt ( ) — 1606KB
• irme-20240610.xsd (EX-101.SCH) — 3KB
• irme-20240610_lab.xml (EX-101.LAB) — 33KB
• irme-20240610_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 4, 2024, IR-Med, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (each an "Investor" and, collectively, the "Investors"), pursuant to which the Company agreed to issue and sell, in a private placement offering (the "Offering"), 715,000 shares of the Company's common stock, par value $0.001 per share, (the "Common Stock"), at a per share price of $1.00 and warrants to purchase up to an additional 1,144,000 shares of Common Stock (the "Warrants") at a per share exercise price of $1.00 (the "Exercise Price"). The Offering closed on June 7, 2024 and the Company received aggregate gross proceeds of $715,000. The Warrants are exercisable beginning on the six (6) month anniversary of their issuance, have a term of five years from the initial exercise date and entitle the holders to purchase up to 1,144,000 shares of Common Stock. The Warrants have an exercise price of $1.00 per share and contain a one-time dilution protection in the event the Company sells securities at a price less than the then exercise price in effect in a public offering in conjunction with a listing on a national securities exchange. The securities issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder and pursuant to Regulation S of the Securities Act to non-U.S. investors, because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer of the securities. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemptio

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information required by this Item 3.02 is included under Item 1.01 of this Current Report on Form 8-K. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 4, 2024, the board of directors (the "Board") of the Company, appointed Ms. Avital Rosenberg to serve as a Class I director and a member of the Board's Audit Committee, to fill an existing vacancy on the Board, effective immediately. Ms. Rosenberg will serve until her earlier removal or resignation. The Board determined that Ms. Rosenberg is an independent director as defined under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Ms. Avital Rosenberg, age 49, is an international business-oriented counsel and an Israeli licensed attorney with over 20 years of extensive experience in ESG, Compliance, M&A, Securities, and complex business development international transactions. Ms. Rosenberg currently serves as the Executive Vice President and Chief Legal Officer at Rafael Advanced Defense Systems Ltd. ("Rafael"), a position she has held since 2019. In this role, she is responsible for all legal affairs, compliance, and regulatory activities of the Rafael Group worldwide. Ms. Rosenberg is also a member of Rafael's Corporate Senior Management, General Counsel of the board of directors, and head of the legal department since 2019. Ms. Rosenberg served as Deputy Chief Legal Officer and Head of the Business Development & International Transactions Unit at Rafael, from 2008 to 2019, leading M&A transactions in over 12 countries and specializing in the U.S. market. She also held the role of Corporate Secretary or board member in a few of Rafael's subsidiaries, and managed major international defense transactions and public financing activities. Ms. Rosenberg received her LL.M in Commercial Law and her Executive MBA from Bar-Ilan Uni

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 6, 2024, following the approval by its Board and by the Company's stockholders at the Company's Annual Meeting held on November 7, 2023, the Company filed a certificate of amendment to the Company's Articles of Incorporation to increase the number of authorized common shares of the Company from two hundred and fifty million (250,000,000) shares, par value $0.001 per share, to six hundred million (600,000,000) shares, par value $0.001 per share. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment filed with the Secretary of State for the State of Nevada on June 6, 2024 4.1 Form of Warrant 10.1 Form of Purchase Agreement among the Company and the Investors 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: June 10, 2024

View Full Filing

View this 8-K filing on SEC EDGAR