8-K
IR-Med, Inc. (IRME)
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.
| Nevada | 000-56492 | 84-4516398 |
|---|---|---|
| (State<br> or Other Jurisdiction | (commission | (IRS<br> Employer |
| Of<br> incorporation) | File<br> Number) | Identification<br> Number) |
| ZHR Industrial Zone Rosh Pina Israel | 1231400 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
+
972-4-655-5054
(Registrant’s telephone number, including area code)
Notapplicable
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol | Name<br> 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. |
|---|
On February 22, 2024, the board of directors (the “Board”) of IR-Med, Inc. (the “Company”) terminated the employment of Tzur Di-Cori pursuant to which he ceased serving as the Company’s Chief Executive Officer, effective immediately. The termination of Mr. Di-Cori was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 8.01 | Other Events. |
|---|
On February 22, 2024, as a result of financial difficulties, the Company notified seven of its ten employees, including Mr. Di-Cori, of the termination of their employment. The effective termination dates vary based on contractual notice periods, which range between March 22, 2024, and April 22, 2024. In addition, the Board has determined to limit its operations until such time as sufficient funds that can support the Company’s operations have been identified.
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,<br> Inc. | |
|---|---|
| By: | /s/ Sharon Lefkoviz |
| Name: | Sharon<br>Lefkoviz |
| Title: | Chief<br> Financial Officer |
Date: February 28, 2024