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.
| Nevada | 000-56492 | 84-4516398 | ||
| (State or Other Jurisdiction | (commission | (IRS Employer | ||
| Of incorporation) | File Number) | Identification Number) |
| ZHR Industrial Zone Rosh Pina Israel | 1231400 | |
| (Address of Principal Executive Offices) | (Area Code) |
+ 972-4-655-5054
(Registrant’s telephone number, including area code)
Not applicable
(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) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement 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 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
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 Agreement dated as of October 1, 2019, which was amended on December 24, 2020 (together the “Consulting Agreement”); and
WHEREAS, the Parties desire to amend certain provisions of the Consulting Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties agree with the others as follows:
1. Unless otherwise defined herein, all terms and conditions used in this Amendment shall have the meanings assigned to such terms in the Consulting Agreement.
2. The following definitions in Exhibit A of the Consulting Agreement are hereby deleted in their entirety and replaced with the following:
“Consideration: monthly compensation of NIS 30,000 + NIS 5,000 for car expenses, totaling a monthly compensation of NIS 35,000 plus VAT (as applicable).”
3. Except as herein amended, the Consulting Agreement shall remain in full force and effect.
4. Further Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions and purposes of this Amendment.
5. Counterparts. This Amendment may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
6. Headings. The headings of Articles and Sections in this Amendment are provided for convenience only and will not affect its construction or interpretation.
7. Waiver. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Amendment or any of the documents referred to in this Amendment will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege.
8. Severability. The invalidity or unenforceability of any provisions of this Amendment pursuant to any applicable law shall not affect the validity of the remaining provisions hereof, but this Amendment shall be construed as if not containing the provision held invalid or unenforceable in the jurisdiction in which so held, and the remaining provisions of this Amendment shall remain in full force and effect. If the Amendment may not be effectively construed as if not containing the provision held invalid or unenforceable, then the provision contained herein that is held invalid or unenforceable shall be reformed so that it meets such requirements as to make it valid or enforceable.
9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to the choice of law principles thereof. Any disputes arising from this Amendment shall be resolved pursuant to Section 9 of the Consulting Agreement.
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| 1 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Consulting Agreement to be duly executed as of the day and year first above written.
| Company: | ||
| I.R Med Ltd. | ||
| By: | /s/ Sharon Levkoviz | |
| Name: | Sharon Levkoviz | |
| Title: | Chief Financial Officer | |
| Consultant: | |
| /s/ Aharon Klien | |
| Aharon Klien |
| 2 |
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 Agreement dated as of November 1, 2019 (the “Consulting Agreement”); and
WHEREAS, the Parties desire to amend certain provisions of the Consulting Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties agree with the others as follows:
1. Unless otherwise defined herein, all terms and conditions used in this Amendment shall have the meanings assigned to such terms in the Consulting Agreement.
2. The following definitions in Exhibit A of the Consulting Agreement are hereby deleted in their entirety and replaced with the following:
“Compensation: NIS 15,000 on a monthly basis plus VAT (as applicable).”
3. Except as herein amended, the Consulting Agreement shall remain in full force and effect.
4. Further Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions and purposes of this Amendment.
5. Counterparts. This Amendment may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
6. Headings. The headings of Articles and Sections in this Amendment are provided for convenience only and will not affect its construction or interpretation.
7. Waiver. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Amendment or any of the documents referred to in this Amendment will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege.
8. Severability. The invalidity or unenforceability of any provisions of this Amendment pursuant to any applicable law shall not affect the validity of the remaining provisions hereof, but this Amendment shall be construed as if not containing the provision held invalid or unenforceable in the jurisdiction in which so held, and the remaining provisions of this Amendment shall remain in full force and effect. If the Amendment may not be effectively construed as if not containing the provision held invalid or unenforceable, then the provision contained herein that is held invalid or unenforceable shall be reformed so that it meets such requirements as to make it valid or enforceable.
9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to the choice of law principles thereof. Any disputes arising from this Amendment shall be resolved pursuant to Section 9 of the Consulting Agreement.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
| 1 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Consulting Agreement to be duly executed as of the day and year first above written.
| Company: | ||
| I.R Med Ltd. | ||
| By: | /s/ Sharon Levkoviz | |
| Name: | Sharon Levkoviz | |
| Title: | Chief Financial Officer | |
| Consultant: | |
| /s/ Yaniv Cohen | |
| Yaniv Cohen |
| 2 |