IR-Med, Inc.（IRME）美股招股說明書 S-1（2025-05-22版）（英文版）（7頁）.pdf

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1、2025/5/23 14:21sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htm1/7S-1/A 1 forms-1a.htm S-1/A As filed with the Securities and Exchange Commission on May 22,2025 Registration No.333-287229 UNITED STATESSE

2、CURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1/A(Amendment No.2)REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933 IR-MED,INC.(Exact name of registrant as specified in its charter)Nevada 3845 84-4516398State or other jurisdiction Primary Standard Industrial(I.R.S.Employerincorpora

3、tion or organization Classification Code Number)Identification Number)ZHR Industrial ZoneRosh Pina,Israel,1231400+972-4-655-5054(Address,including zip code,and telephone number,including area code,of principal executive offices)Nevada Agency and Transfer Company50 West Liberty Street,Suite 880Reno,N

4、evada 89501(Address,including zip code,and telephone number,including area code,of agent for service)with copies to Oded Har-Even,Esq.Sullivan and Worcester LLP1251 Avenue of the Americas,19th FloorNew York,NY 10020Tel:(212)660-3000 Approximate date of proposed sale to public:As soon as practicable

5、on or after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933 check the following box.If this Form is filed to register additional securities

6、 for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under

7、the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listt

8、he Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/23 14:21sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htm2/7Indicate by check m

9、ark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smallerreporting company.See definitions of“large accelerated filer,”“accelerated filer,”and“smaller reporting company”,and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):

10、Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting stan

11、dards provided pursuant to Section 13(a)of the Exchange Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this registration statement sha

12、llthereafter become effective in accordance with section 8(a)of the Securities Act of 1933 or until the registration statementshall become effective on such date as the Commission acting pursuant to said section 8(a),may determine.2025/5/23 14:21sec.gov/Archives/edgar/data/1839133/000164117225012069

13、/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htm3/7 EXPLANATORY NOTE IR-Med,Inc.is filing this Amendment No.2 to its Registration Statement on Form S-1(File No.333-287229)solely to amend Item16 of Part II thereof and to file certain exhibits thereto.Accordi

14、ngly,this Amendment consists only of the facing page,thisexplanatory note,Item 16(a)of the Registration Statement,the signature page to the Registration Statement and filed exhibits.Theremainder of the Registration Statement is unchanged and has therefore been omitted.2025/5/23 14:21sec.gov/Archives

15、/edgar/data/1839133/000164117225012069/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htm4/7 EXHIBITS Item 16.Exhibits and Financial Statement Schedules.(a)Exhibits.ExhibitNumber Description of Exhibit2.1 Stock Exchange Agreement dated as of December 24,2021,b

16、y and among IR-Med,Inc.,IR.Med Ltd.and theformer stockholders of IR.Med Ltd.(incorporated by reference to Exhibit 2.1 to the Registrants RegistrationStatement on Form S-1 filed with the SEC on May 7,2021)3.1 Amended and Restated Articles of Incorporation of IR-Med,Inc.(incorporated by reference to E

17、xhibit 3.1 to theRegistrants Registration Statement on Form S-1 filed with the SEC on May 7,2021)3.2 Certificate of Amendment filed with the Secretary of State for the State of Nevada on June 6,2024(incorporatedby reference to Exhibit 3.1 to report on Form 8-K filed with the SEC on June 10,2024)3.3

18、Amended and Restated Bylaws of the Registrant(incorporated by reference to Exhibit 3.1 to the RegistrantsRegistration Statement on Form 10-Q filed with the SEC on August 14,2023)3.4 Amendment to Amended and Restated Articles of Incorporation(incorporated by reference to Exhibit 3.4 to theRegistrants

19、 Amendment No.3 to the Registration Statement on Form S-1 filed with the SEC on October 28,2021)4.1 Specimen of Stock Certificate(incorporated by reference to Exhibit 2.1 to the Registrants Registration Statementon Form S-1 filed with the SEC on May 7,2021)4.2 Form of June 2023 Warrant(incorporated

20、by reference to Exhibit 4.1 to the Registrants Registration Statement onForm 10-Q filed with the SEC on August 14,2023)4.3 Form of June 2024 Warrant(incorporated by reference to Exhibit 4.1 to report on Form 8-K filed with the SEC onJune 10,2024)5.1*Legal Opinion of Sullivan&Worcester LLP10.1 Conver

21、tible Bridge Loan Agreement dated March 6,2018,among IR.Med Ltd.and the Lenders scheduled therein(incorporated by reference to Exhibit 10.1 to the Registrants Registration Statement on Form S-1 filed with theSEC on May 7,2021)10.2 Amendment to the Convertible Bridge Loan Agreement referred in Exhibi

22、t 10.3 dated as of March 31,2020(incorporated by reference to Exhibit 10.2 to the Registrants Registration Statement on Form S-1 filed with theSEC on May 7,2021)10.3 Second Amendment to the Convertible Bridge Loan Agreement referred in Exhibit 10.3 dated as of July 20,2020(incorporated by reference

23、to Exhibit 10.3 to the Registrants Registration Statement on Form S-1 filed with theSEC on May 7,2021)10.4 Loan Agreement between Yaniv Cohen and IR.Med Ltd.dated January 2015(incorporated by reference to Exhibit10.4 to the Registrants Registration Statement on Form S-1 filed with the SEC on May 7,2

24、021)10.5 Loan Agreement between Aharon Klein and IR.Med Ltd.dated January 2015(incorporated by reference to Exhibit10.5 to the Registrants Registration Statement on Form S-1 filed with the SEC on May 7,2021)10.6 Clarification to the agreements referred to Exhibits 10.4 and 10.5(incorporated by refer

25、ence to Exhibit 10.6 to theRegistrants Registration Statement on Form S-1 filed with the SEC on May 7,2021)10.7 Form of Letter Engagement with Non-Employee Directors(incorporated by reference to Exhibit 10.7 to theRegistrants Registration Statement on Form S-1 filed with the SEC on May 7,2021)10.8 F

26、orm of Letter Agreement with Employee Director(incorporated by reference to Exhibit 10.8 to the RegistrantsRegistration Statement on Form S-1 filed with the SEC on May 7,2021)10.9 Amended and Restated Consulting Agreement dated as of July 7,2024,between IR.Med Ltd.and Aharon Klein(incorporated by re

27、ference to Exhibit 10.1 to the report on Form 8-K filed with the SEC on July 11,2024)10.10 Employment Agreement dated as of January 2021 between IR.Med Ltd.and Sharon Levkoviz(incorporated byreference to Exhibit 10.11 to the Registrants Registration Statement on Form S-1 filed with the SEC on May 7,

28、2021)10.11 Employment Agreement dated as of December 24,2020,between IR.Med Ltd.Limor Davidson Mund(incorporated by reference to Exhibit 10.12 to the Registrants Registration Statement on Form S-1 filed with theSEC on May 7,2021)10.12 Amended and Restated Consulting Agreement dated as of July 7,2024

29、,between IR.Med Ltd.and Yaniv Cohen(incorporated by reference to Exhibit 10.1 to the report on Form 8-K filed with the SEC on July 11,2024)10.13 Employment Agreement dated as March 2,2021,between IR.Med Ltd.and Aharon Binur(incorporated byreference to Exhibit 10.15 to the Registrants Registration St

30、atement on Form S-1 filed with the SEC on May 7,2021)10.14 Form of Securities Purchase Agreement,dated December 24,2021,by and among IR-Med,Inc.and the Purchasers(incorporated by reference to Exhibit 10.16 to the Registrants Registration Statement on Form S-1 filed with theSEC on May 7,2021)2025/5/2

31、3 14:21sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htm5/710.15 Form of Common Stock Purchase Warrants(incorporated by reference to Exhibit 10.17 to the RegistrantsRegistration Statement on Form S-1 file

32、d with the SEC on May 7,2021)II-12025/5/23 14:21sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htm6/7 10.16 Form of Purchase Agreement,dated June 4,2024,among the Company and the Investors(incorporated byr

33、eference to Exhibit 10.1 to report on Form 8-K filed with the SEC on June 10,2024)10.17 2020 Incentive Stock Plan(incorporated by reference to Exhibit 10.18 to the Registrants Registration Statementon Form S-1 filed with the SEC on May 7,2021)10.18 Form of Stock Option Award Agreement under the 2020

34、 Incentive Stock Plan(incorporated by reference to Exhibit10.19 to the Registrants Registration Statement on Form S-1 filed with the SEC on May 7,2021)10.19 Lease Agreement dated between IR.Med Ltd.and Algaennovation Ltd.dated as of February 1,2020 EnglishLanguage Translation(incorporated by referen

35、ce to Exhibit 10.20 to the Registrants Amendment No.1 toRegistration Statement on Form S-1 filed with the SEC on August 26,2021)10.20 Amendment to Lease Agreement English Language Translation(incorporated by reference to Exhibit 10.20 to theRegistrants Amendment No.1 to Registration Statement on For

36、m S-1 filed with the SEC on August 26,2021)10.21 Employment agreement between IR.Med Ltd.and Ran Ziskind dated as of August 22,2024(incorporated byreference as Exhibit 10.1 to the report on Form 8-K filed on August 28,2024)10.22 Distribution and License Agreement dated as of October 7,2022,between I

37、R.Med Ltd.and PI Prevention CareLLC(incorporated by reference as Exhibit 10.1 to the quarterly report on Form 10-Q for the quarter endedSeptember 30,2023 filed on November 14,2022)10.23 Termination and Settlement Agreement,dated as of May 22,2023,by and among IR-Med,Inc.,IR.Med Ltd.andMoshe Gerber(i

38、ncorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on May 24,2023)10.24 Form of 2023 Subscription Agreement(incorporated by reference to Exhibit 4.1 to the Registrants RegistrationStatement on Form 10-Q filed with the SEC on August 14,2023)10.25 Form on Warrant Extensio

39、n dated December 20,2023,signed between the Company and certain warrant holders.10.26 Amendment and Extension to 2015 Loan Agreement between the Company and Aharon Klein,dated March 1,2024(incorporated by reference to Exhibit 10.26 of our annual report on Form 10-K filed on April 4,2025).10.27 Amend

40、ment and Extension to 2015 Loan Agreement between the Company and Yaniv Cohan,dated March 1,2024(incorporated by reference to Exhibit 10.27 of our annual report on Form 10-K filed on April 4,2025).10.28 Amendment and Extension to 2017 Loan Agreement between the Company and Yaniv Cohan,dated March 1,

41、2024(incorporated by reference to Exhibit 10.28 of our annual report on Form 10-K filed on April 4,2025).10.29 Amendment and Extension to Convertible Bridge Loan between the Company and certain investors,dated March1,2024(incorporated by reference to Exhibit 10.29 of our annual report on Form 10-K f

42、iled on April 4,2025).10.30 Equity Purchase Agreement,dated March 11 2025 by and between IR-Med,Inc.and Williamsburg VentureHoldings,LLC(incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on March 14,2025).10.31 Registration Rights Agreement,dated March 11,2025,by and

43、between IR-Med,Inc.and Williamsburg VentureHoldings,LLC(incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on March 14,2025).10.32 Form of Note Purchase Agreement,dated March 26,2025,between the Company and certain shareholders(incorporated by reference to Exhibit 10.1

44、 of our current report on Form 8-K filed on April 1,2025).10.33 Form of Convertible Loan Agreement,dated March 26,2025,between the Company and certain shareholders(incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on April 1,2025).23.1*Consent of KPMG23.2*Consent of S

45、ullivan and Worcester LLP(included in Exhibit 5.1)24.1 Power of Attorney(included on the signature page of this Registration Statement)107*Filing Fee Table101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation L

46、inkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File(Embedded within the Inline XBRL document and

47、included in Exhibit)Management Contract or Compensatory Plan Arrangement.*filed herewith.*Previously filed.II-22025/5/23 14:21sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1839133/000164117225012069/forms-1a.htm7/7 SIGNATURES Pursuant to th

48、e requirements of the Securities Act of 1933,as amended,the Registrant certifies that it has reasonablegrounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to besigned on its behalf by the undersigned,thereunto duly authorize

49、d,on this 22nd day of May 2025.IR-MED,INC./s/Ran Ziskand Ran Ziskand Chief Executive Officer(Principal Executive Officer)Pursuant to the requirements of the Securities Act,this Registration Statement has been signed by the following persons in thecapacities and on the dates indicated.Signature Title

50、 Date *Chairman of the Board May 22,2025Oded Bashan /s/Ran Ziskind Chief Executive Officer May 22,2025Ran Ziskind(Principal Executive Officer)*Director May 22,2025Aharon Klein /s/Sharon Levkoviz Chief Financial Officer May 22,2025Sharon Levkoviz(Principal Financial and Accounting Officer)*Director May 22,2025Ohad Bashan *Director May 22,2025Ron Mayron *Director May 22,2025Yaniv Cohen *Director May 22,2025Yechiel Even *By:/s/Sharon LevkovizMay 22,2025 Sharon Levkoviz Attorney-in-Fact II-3