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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): September 14, 2026
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. |
On
September 14, 2026, the Board of Directors (the “Board”) of IR-Med, Inc. (the “Company”) appointed Yaniv
Cohen, as interim Chief Effective Officer of the Company, effective as of September 14, 2026.
Mr.
Cohen, age 46, co-founded IR. Med Ltd. in September 2013 and has served as the R&D manager. Following the completion of the acquisition
of IR. Med Ltd he serves as the CSO. and was appointed to the Board. Mr. Cohen is an experienced electrical engineer
with expertise in the fields of wave propagation and IR Spectroscopy for medical applications. Additionally, Mr. Cohen holds four patents
in medical devices, has co-authored eight articles in scientific journals, and has spoken in conferences around the globe. From 2010
to 2013, Mr. Cohen served as R&D manager for PIMS, an Israeli medical device company, focusing on IR imaging and spectral analysis
for non-invasive cancer assessment and identification. From 2008 to 2009, Mr. Cohen worked for Cisco as a system engineer. From 2006
to 2008, he worked as a service engineer for Intel Israel. Since 2022, Mr. Cohen holds a Ph.D of Sciences in the doctoral program, Informatics
and Computer Engineering in the National Research University Higher School of Economics, School of Electronic Engineering Institute of
Electronics and Mathematics (MIEM HSE) in Moscow, Russia. Mr. Cohen holds a M.Sc. in Electrical Engineering from Holon Institute of Technology
(2007). From 2009 to 2010, he attended the Ben-Gurion University of the Negev, Beer Sheva, Israel where he wrote a thesis in wave prorogation.
Except
as otherwise set forth herein, there is no arrangement or understanding between Mr. Cohen and any other person pursuant to which he was
appointed as interim Chief Executive Officer and there are no transactions in which Mr. Cohen has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
In
connection with Mr. Cohen’s appointment as Interim Chief Executive Officer, the Company has not entered into any new compensatory
arrangements or agreements, nor have any amendments been made to existing compensatory arrangements with Mr. Cohen at this time. Mr.
Cohen will continue to participate in the standard compensation programs available to the Company’s non-employee directors, if
applicable, or as otherwise previously disclosed.
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 Levkoviz |
| |
Name: |
Sharon
Levkoviz |
| |
Title: |
Chief
Financial Officer |
Date:
September 15, 2026