Overview
- IndustryElectromedical & Electrotherapeutic Apparatus1
- HeadquartersNew York, New York1
- Incorporated inNV2
- Business addressC/O Aboudi Legal Group Pllc, 745 5Th Ave, Suite 500, New York, Ny 101512
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2
- Legal formCorporation
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DiaSafe, a handheld optical monitoring device that is being developed to support early assessment of DFUs in lower limb skin and underlying tissue, primarily caused by prolonged pressure on the sole of diabetic patients, which sometimes is accompanied by other comorbidities as lower limb neuropathy.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Research and development | $409.0K4 | $1.4M5 | $1.9M6 | $2.1M7 | $710.0K7 | ||
| Operating income | -$730.0K4 | -$3.7M5 | -$4.8M6 | -$4.9M7 | -$1.9M7 | ||
| Income before tax | $3.7M5 | $4.7M6 | $4.9M7 | $1.9M7 | |||
| Net income | -$752.0K4 | -$3.7M5 | -$4.7M6 | -$4.9M7 | -$1.9M7 | ||
| Earnings per share | -$0.065 | -$0.076 | -$0.077 | -$0.037 | |||
| Earnings per share (diluted) | -$0.076 | -$0.077 | -$0.037 | ||||
| Shares (weighted, basic) | 63.1M shares5 | 67.6M shares6 | 69.4M shares7 | ||||
| Shares (weighted, diluted) | 67.6M shares6 | 69.4M shares7 | 70.5M shares7 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash | $1.9M4 | $2.8M5 | $3.0M6 | $767.0K7 | $129.0K7 | ||
| Receivables | $67.0K5 | $55.0K6 | $81.0K7 | $76.0K7 | |||
| Current assets | $2.1M4 | $2.9M5 | $3.1M6 | $848.0K7 | $205.0K7 | ||
| Property, plant and equipment | $31.0K5 | $71.0K6 | $56.0K7 | $35.0K7 | |||
| Total assets | $2.1M4 | $2.9M5 | $3.3M6 | $999.0K7 | $251.0K7 | ||
| Accounts payable | $83.0K6 | $64.0K7 | $114.0K7 | ||||
| Current liabilities | $395.0K5 | $662.0K6 | $473.0K7 | $545.0K7 | |||
| Long-term liabilities | $177.0K5 | $40.0K6 | $161.0K7 | ||||
| Total liabilities | $689.0K4 | $572.0K5 | $702.0K6 | $634.0K7 | $545.0K7 | ||
| Retained earnings | -$5.2M5 | -$9.9M6 | -$14.8M7 | -$16.7M7 | |||
| Shareholders’ equity | -$81.0K4 | $1.4M5 | $2.4K6 | $2.6M7 | $365.0K7 | -$294.0K7 | |
| Shares outstanding | 30.2M shares4 | 53.6M shares4 | 64.6M shares5 | 68.8M shares6 | 69.9M shares7 | 71.0M shares7 | 72.0M shares7 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash from operations | -$402.0K4 | -$2.5M5 | -$3.4M6 | -$3.2M7 | -$1.4M7 | ||
| Stock-based compensation | $1.3M5 | $1.3M6 | $1.7M7 | $485.0K7 | |||
| Capital spending | $31.0K5 | $50.0K6 | $2.0K7 | ||||
| Free cash flow | -$2.5M | -$3.4M | -$3.2M | ||||
| Cash from investing | -$61.0K5 | -$59.0K6 | -$2.0K7 | ||||
| Cash from financing | $3.5M5 | $3.6M6 | $1.0M7 | $750.0K7 |
What it owns
What IR-Med, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $93.0K7 Dec 31, 2024 | $93.0K7 Dec 31, 2023 | 0% |
| Accumulated depreciation | $58.0K7 Dec 31, 2024 | $37.0K7 Dec 31, 2023 | +56.8% |
| Property and equipment, net | $35.0K7 Dec 31, 2024 | $56.0K7 Dec 31, 2023 | −37.5% |
| Operating-lease assets (leased space) | $84.0K7 Dec 31, 2023 | $155.0K6 Dec 31, 2022 | −45.8% |
Real estate and locations
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $129.0K7 Dec 31, 2024 | $767.0K7 Dec 31, 2023 | −83.2% |
Properties, in its own words
We do not own any real property. We occupy approximately 130 square meters of facilities located in Rosh Pina industrial zone, Israel, under an agreement for shared office space and services that expires upon 90 days’ notice by either our subsidiary or the landlord. On November 17, 2021, the agreement was amended to increase the monthly rental amount to 15,000 NIS per month (approximately $4,273) starting from January 2022, and on July 10, 2023, the agreement was amended to increase the monthly rental amount to 24,750 NIS per month (approximately $6,780) to service and support our expanded personnel. As of December 31, 2024, we recorded a liability of $82,000 for the yar ended at December 31 ,2024. See also “Related Transactions”.
We believe that our facilities are generally in good condition and suitable to carry on with our business. We also believe that, if required, suitable alternative or additional space will be available to us on commercially reasonable terms.
Item 2 of the 10-K filed Apr 4, 2025.3
Leadership
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive OfficerAharon Binur named Apr 26, 202210
- Executive Officer, DirectorAharon Klein named Apr 26, 202210
- Executive OfficerRom Eliaz named Apr 26, 202210
- Executive OfficerSharon Levkoviz named Apr 26, 202210
- DirectorDavid Lazar named Apr 26, 202210
- DirectorOded Bashan named Apr 26, 202210
- DirectorOhad Bashan named Apr 26, 202210
- DirectorRon Mayron named Apr 26, 202210
- DirectorYaniv Cohen named Apr 26, 202210
- DirectorYoram Drucker named Apr 26, 202210
Timeline
- Sep 15, 20268-K Executive or director change11
- Jun 3, 20268-K Entered a material agreement; Unregistered sale of shares; Executive or director change12
- Feb 5, 20268-K Entered a material agreement; Unregistered sale of shares; Executive or director change13
- Dec 12, 20258-K Executive or director change; Other events14
- Sep 22, 20258-K Entered a material agreement; Unregistered sale of shares15
- Sep 11, 20258-K Entered a material agreement; Unregistered sale of shares16
- Sep 3, 20258-K Entered a material agreement; Unregistered sale of shares17
- Aug 7, 20258-K Executive or director change18
- Jul 29, 20258-K Executive or director change19
- Jul 11, 20258-K Other events20
- Jun 10, 20258-K Entered a material agreement; Unregistered sale of shares21
- May 2, 20258-K Executive or director change22
Filings
85 filings to the SEC since October 2021: 7 annual reports, 12 quarterly reports, 40 major events, 1 private raises, 25 other. The latest 20:
- Sep 15, 20268-K EDGAR
- Jun 3, 20268-K EDGAR
- Feb 5, 20268-K EDGAR
- Dec 12, 20258-K EDGAR
- Sep 22, 20258-K EDGAR
- Sep 11, 20258-K EDGAR
- Sep 3, 20258-K EDGAR
- Aug 14, 202510-Q EDGAR
- Aug 7, 20258-K EDGAR
- Jul 29, 20258-K EDGAR
- Jul 11, 20258-K EDGAR
- Jun 10, 20258-K EDGAR
- May 27, 2025EFFECT EDGAR
- May 23, 2025CORRESP EDGAR
- May 22, 2025S-1/A EDGAR
- May 21, 2025S-1/A EDGAR
- May 16, 2025UPLOAD EDGAR
- May 15, 202510-Q EDGAR
- May 13, 2025S-1 EDGAR
- May 2, 2025RW EDGAR
The 85 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $3.2M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2022 | $3.2M | $3.2M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
SEC filer profile
How IR-Med, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARIR-Med, Inc.1
- CIK0001839133
- Employer ID (EIN)98-05831663
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inNevada3
- Fiscal year endsDecember 311
- Industry code (SIC)3845 Electromedical & Electrotherapeutic Apparatus1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business addressC/O Aboudi Legal Group Pllc, 745 5Th Ave, Suite 500, New York, NY 101511
- Phone64676842851
- Shares outstanding77,238,961 as of Aug 14, 20259
- Public float$24.4M as of Jun 28, 20243
- AuditorSomekh Chaikin, Tel Aviv, Israel PCAOB ID 1057; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceJan 8, 20211
- Filings92 in all: 8-K (40), 10-Q (12), CORRESP (6), UPLOAD (6), S-1/A (5), 10-K (4), 10-K/A (3), D (3)1
All 17 form types
S-1 (3), DEF 14A (2), EFFECT (2), 424B3 (1), 8-A12G (1), NT 10-K (1), PRE 14A (1), RW (1), S-8 (1)
- Latest filingsAnnual report (10-K) Apr 4, 2025
Quarterly report (10-Q) Aug 14, 2025
Proxy statement (DEF 14A) Oct 16, 2023
Latest 8-K (8-K) Sep 15, 2026
Risk factors and legal proceedings
The risks IR-Med, Inc. names in Item 1A of its 10-K filed Apr 4, 2025: 52 risks under these headings, as written.3
- Risks Related to Our Business, Financial Position, Capital Requirements, Managing our Growth and Other Legal Compliance Matters
- We are a development stage medical device company and have a history of significant operating losses; we expect to continue to incur operating losses, and we may never achieve or maintain profitability.
- We will need substantial additional funding to continue our operations, which could result in significant dilution or restrictions on our business activities. We may not be able to raise capital when needed, if at all, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts and could cause our business to fail.
- Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements included in this report. Our audited financial statements on December 31, 2024, were prepared assuming that we will continue as a going concern.
- Our limited operating history as a development stage company may hinder our ability to successfully meet our objectives.
- We may never achieve profitability.
- Our quarterly results may fluctuate significantly, and period-to-period comparisons of our results may not be meaningful.
- Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements.
- Medical device development involves a lengthy and expensive process with an uncertain outcome. We may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of any product.
- Changes in the configuration of the technology underlying our devices under development may result in additional costs or delay.
- We currently have one product that is approved for commercial sale. However, we are unable to predict if our additional products will receive commercial sale approval from regulatory authorities as applicable. If we experience significant delays in doing so, our business will be adversely affected.
- Our success depends on our ability to complete development, commercialize and gain market acceptance initially for PressureSafe™ and thereafter for any other device.
The other 40 risks
- We depend on the knowledge and skills of our senior management and our Board of Directors.
- It may be difficult to enforce a U.S. judgment against us, our officers and directors and the foreign persons named in this registration statement in the United States or in foreign countries, or to assert U.S. securities laws claims in foreign countries or serve process on our officers and directors and these experts.
- The size and future growth in the market for our planned devices under development has not been established with precision and may be smaller than we estimate, possibly materially. If our estimates and projections overestimate the size of this market, our sales growth may be adversely affected.
- Undetected errors or defects in our planned medical devices under development or future versions thereof could harm our reputation, decrease the market acceptance of PressureSafe™ and DiaDafe™.
- Any product candidate we may advance into clinical trials (assuming the FDA so requires) may be subject to extensive regulation, which can be costly and time consuming, cause unanticipated delays or prevent the receipt of the required approvals to commercialize our product candidates, all of which can adversely affect our business.
- Significant disruptions of information technology systems or security breaches could adversely affect our business.
- We may be subject to numerous and varied privacy and security laws, and our failure to comply could result in penalties and reputational damage.
- If we or our third-party manufacturers fail to comply with the FDA’s Quality System Regulation, or QSR, our manufacturing operations could be interrupted.
- We intend to rely on third parties to conduct clinical trials (if needed). If these third parties do not meet our deadlines or otherwise conduct the trials as required, our clinical trials programs could be delayed or unsuccessful and we may not be able to obtain regulatory approval for or commercialize our product candidates when expected or at all.
- If our competitors develop tools for the target indications of our product candidates that are approved more quickly, marketed more successfully or demonstrated to be more effective or accurate than our product candidates, our commercial opportunity will be reduced or eliminated.
- If we are unable to establish sales and marketing capabilities or fail to enter into agreements with third parties to market and sell any products we may successfully develop, we may not be able to effectively market and sell any such products and generate product revenue.
- If we are not able to develop a strong brand and/ or increase market awareness for our product candidates, then our business, results of operations and financial condition may be adversely affected.
- Failure to manage our growth effectively could increase our expenses, decrease our revenue and prevent us from implementing our business strategy.
- Failure to secure or retain coverage or adequate reimbursement for our planned products in development by third-party payors could adversely affect our business, financial condition and operating results.
- If we fail to attract and retain key management and R&D personnel, we may be unable to successfully develop or commercialize our product candidates.
- We may seek to grow our business through acquisitions of complementary products or technologies, and the failure to manage acquisitions, or the failure to integrate them with our existing business, could have a material adverse effect on our business, financial condition and operating results.
- Risks Related to our Intellectual Property
- If we are unable to protect our intellectual property rights or if our intellectual property rights are inadequate to protect our technology, our competitors could develop and commercialize technology similar to ours, and our competitive position could be harmed.
- We may be sued by third parties for alleged infringement of their proprietary rights, which could adversely affect our business, results of operations and financial condition.
- We may become involved in lawsuits to protect or enforce our patents, which could be expensive, time-consuming and ultimately unsuccessful.
- Risks Relating to Our Israel Operations
- Our technology development personnel are headquartered in Israel and, therefore, our results may be adversely affected by economic restrictions imposed on, and political and military instability in, Israel.
- Our operations and the operations of our contract manufacturer may be disrupted as a result of the obligation of Israeli citizens to perform military service.
- Our sales may be adversely affected by boycotts of Israel.
- Our subsidiary has received Israeli government grants for certain of our research and development activities and we may receive additional grants in the future. The terms of those grants restrict our ability to transfer technologies outside of Israel, and we may be required to pay penalties in such cases or upon the sale of our company.
- Risks Related to the Ownership of our Common Stock
- There is not now, and there may never be, an active, liquid and orderly trading market for our common stock, which may make it difficult for you to sell your shares of our common stock.
- Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that our stockholders do not consider to be in their best interests.
- Sale of our common stock by our stockholders could encourage short sales by third parties, which could contribute to the further decline of our stock price.
- Our common stock has been thinly traded and we cannot predict the extent to which an active trading market will develop.
- Our share price is expected to be volatile and may be influenced by numerous factors, some of which are beyond our control.
- Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.
- If securities or industry analysts do not publish, or cease publishing, research or publish inaccurate or unfavorable research about our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and any trading volume could decline.
- We may have become exposed to material liabilities that were not discovered before, and have not been discovered since, due to the closing of the Acquisition.
- We are exposed to additional risks as a result of “going public” by means of a reverse acquisition transaction.
- If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate our business and investors’ views of us.
- Shares of our common stock that have not been registered under federal securities laws are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a former “shell company.”
- If we issue additional shares of our capital stock in the future, our existing stockholders will be diluted.
- Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could cause our stock price to fall.
- Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
- Article XI of our Second Amended and Restated Articles of Incorporation designates the Eighth Judicial District Court of Clark County, Nevada as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and therefore may limit our shareholders’ ability to choose a forum for disputes with us or our directors, officers, employees, or agents.
- The elimination of personal liability of our directors and officers under Nevada law and the existence of indemnification rights held by our directors, officers and employees may result in substantial expenses.
- We do not intend to pay cash dividends on our capital stock in the foreseeable future.
Legal proceedings
On May 29, 2023, a lawsuit was filed against the Company, the Subsidiary and Mr. Aharon Klein, a Company Director and the Company’s Chief Technology Officer in the Tel Aviv District Court of Israel by an individual who provided, on a part time basis, certain consulting services to the Subsidiary between October 2015 through October 2016, prior to the acquisition of the Subsidiary by the Company. The lawsuit alleges breach of contract by the defendants based on non-payment of amounts purportedly owed to the Plaintiff in respect of the services rendered, including the market value of the Company’s common stock that the Plaintiff alleges should have been issued to him in respect of his services. The suit seeks declaratory judgment that the defendants breached certain agreements with the Plaintiff and claimed damages in the aggregate amount of approximately $2.1 million based on the current exchange rate between the U.S. Dollar and the Israeli NIS.
On November 27, 2024, the first pre-trial hearing in the case was held. After directing questions for clarification to the parties, the honorable court referred the parties to mediation. A mediation session was held in January 2025, with another session scheduled for April 2025.
The Company believes that the allegations are baseless and without merit. The Company intends to vigorously defend its rights.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARIR-Med, Inc. filings on SEC EDGAR
- 2SEC EDGARIR-Med, Inc. filings on SEC EDGAR
- 3
- 4SEC EDGARIR-Med, Inc. 10-K for fiscal 2020
- 5SEC EDGARIR-Med, Inc. 10-K for fiscal 2021
- 6SEC EDGARIR-Med, Inc. 10-K for fiscal 2022
- 7SEC EDGARIR-Med, Inc. 10-K for fiscal 2023
- 8SEC EDGARIR-Med, Inc. 10-Q for fiscal 2025
- 9SEC EDGARIR-Med, Inc. 10-Q for fiscal 2025
- 10
- 11SEC EDGARExecutive or director change
- 12
- 13
- 14
- 15
- 16
- 17
- 18SEC EDGARExecutive or director change
- 19SEC EDGARExecutive or director change
- 20SEC EDGAROther events
- 21
- 22SEC EDGARExecutive or director change