{"url_path":"/sec/cik-0001839133/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1839133/0001493152-26-027047-index.html","accession_number":"0001493152-26-027047","cik":"0001839133","ticker":null,"issuer_name":"IR-Med, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1839133/0001493152-26-027047-index.html","primary_entity_key":"0001839133","primary_entity_name":"IR-Med, Inc."},"word_count":749,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 31, 2026, IR-Med, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”)\nwith certain investors (each an “Investor” and, collectively, the “Investors”), pursuant to which the Company\nagreed to issue and sell, in a private placement offering (the “Offering”), an aggregate of 250,000 shares of the Company’s\ncommon stock, par value $0.001 per share, (the “Common Stock”), at a per share price of $0.10 and a warrant to purchase up\nto an additional 250,000 shares of Common Stock (the “Warrants”) at a per share exercise price of $0.1 (the “Exercise\nPrice”) and have a term of five years from the initial exercise date. The Offering closed on May 31, 2026, and the Company received\naggregate gross proceeds of $19,054.\n\n \n\nIn\nconnection with the Offering, Oded Bashan, chairman of the Company, purchased 34,790 shares of the Company’s Common Stock, at\na purchase price of $0.10 per share and 34,790 warrants to purchase shares of Common Stock at an exercise price of $0.10 per share,\nfor an aggregate purchase price of $3,479; Yechiel Even, a director of the Company, purchased 34,250 shares of Common Stock at a\npurchase price of $0.1 per share and 34,250 warrants to purchase shares of Common Stock at an exercise price of $0.10 per share, for\nan aggregate purchase price of $3,425; Ron Mayron, a director of the Company, purchased 34,250 shares of Common Stock at a purchase\nprice of $0.10 per share and 34,250 warrants to purchase shares of Common Stock at an exercise price of $0.10 per share, for an\naggregate purchase price of $3,425; Aharon Klein, a director of the Company, purchased 17,120 shares of Common Stock at a purchase\nprice of $0.10 per share and 17,120 warrants to purchase shares of Common Stock at an exercise price of $0.10 per share, for an\naggregate purchase price of $1,712; Yaniv Cohen , a director of the Company, purchased 34,790 shares of Common Stock at a purchase\nprice of $0.10 per share and 34,790 warrants to purchase shares of Common Stock at an exercise price of $0.10 per share, for an\naggregate purchase price of $3,479 and Ohad Bashan , a director of the Company, purchased 35,340 shares of Common Stock at a\npurchase price of $0.10 per share and 35,340 warrants to purchase shares of Common Stock at an exercise price of $0.10 per share,\nfor an aggregate purchase price of $3,534\n\n \n\nThe\nsecurities issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities\nAct”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder and pursuant\nto Regulation S of the Securities Act to non-U.S. investors, because, among other things, the transaction did not involve a public offering,\nthe investors are accredited investors, the investors are taking the securities for investment and not resale and the Company took appropriate\nmeasures to restrict the transfer of the securities. The securities have not been registered under the Securities Act and may not be\nsold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute\nan offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction\nin which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\nstate or jurisdiction.\n\n \n\n \n\n \n\n \n\nThe\nPurchase Agreements contains representations and warranties that the parties made to, and solely for the benefit of, the others in the\ncontext of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The\nprovisions of such agreement, including the representations and warranties contained therein, are not for the benefit of any party other\nthan the parties to such agreement and are not intended as documents for investors and the public to obtain factual information about\nthe current state of affairs of the parties to that agreement. Rather, investors and the public should look to other disclosures contained\nin the Company’s filings with the U.S. Securities and Exchange Commission.\n\n \n\nThe\nforgoing description of the Purchase Agreement and the Warrants are qualified by reference to the full text of these documents, copies\nof which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K."}