Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2025, IR-Med, Inc. (the “Company”) entered into a first amendment to the employment agreement with its Chief Executive Officer, Ran Ziskind (the “Ziskind Amendment”). Under Mr. Ziskind’s existing employment agreement, dated August 22, 2024, Mr. Ziskind was entitled to a fixed monthly gross salary of NIS 6,000, which was to increase to NIS 45,000 per month and a gross monthly car expense allowance of NIS 10,000 following the Company’s receipt of $4.0 million from a financing round. Effective as of December 1, 2025, and pursuant to the Ziskind Amendment, Mr. Ziskind will no longer receive a fixed salary and will be compensated at an hourly rate of NIS 37 per hour worked. In the event the Company successfully secures a significant funding round, the Company may increase Mr. Ziskind’s hourly rate of pay, provided that the increased rate shall not exceed NIS 300 per hour, with any such increase to be determined solely by the Company’s Board of Directors or its designated compensation committee. All other terms and conditions of Mr. Ziskind’s employment agreement remain unchanged.
On December 7, 2025, the Company also entered into a fourth amendment to the employment agreement with its Chief Financial Officer, Sharon Levkoviz (the “Levkoviz Amendment”). Mr. Levkoviz is party to an employment agreement dated March 1, 2021, as previously amended, Mr. Levkoviz’s monthly salary was reduced to NIS 7,500, the scope of his position was reduced to 25% of a full-time position, and he ceased to be entitled to the benefit of a leased car or any related payment allowances. Effective as of December 1, 2025, pursuant to the Levkoviz Amendment, Mr. Levkoviz will no longer receive a fixed salary and will be compensated at an hourly rate of NIS 185 per hour worked. All other terms and conditions of Mr. Levkoviz’s employment agreement, as previously amended, remain unchanged.
The foregoing description of the Ziskind Amendment and the Levkoviz Amendment are qualified in their entirety by reference to the Ziskind Amendment and the Levkoviz Amendment, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Item 8.01 Other Events.
As a result of financial difficulties currently being experienced by the Company, it was unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Q3 2025 Form 10-Q”) by the required filing deadline.
The Company is actively evaluating and pursuing various alternatives to address its liquidity needs and financial condition. The Company intends to resume filing all required periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable following the successful resolution of its current financial challenges. However, the Company can provide no assurance as to the timing or outcome of such efforts or the date on which it may be in a position to file the Q3 2025 Form 10-Q, or any subsequent periodic report as may be required under the Exchange Act.
https://www.otcmarkets.com/filing/html?id=189...KwX591zB3h
On December 7, 2025, IR-Med, Inc. (the “Company”) entered into a first amendment to the employment agreement with its Chief Executive Officer, Ran Ziskind (the “Ziskind Amendment”). Under Mr. Ziskind’s existing employment agreement, dated August 22, 2024, Mr. Ziskind was entitled to a fixed monthly gross salary of NIS 6,000, which was to increase to NIS 45,000 per month and a gross monthly car expense allowance of NIS 10,000 following the Company’s receipt of $4.0 million from a financing round. Effective as of December 1, 2025, and pursuant to the Ziskind Amendment, Mr. Ziskind will no longer receive a fixed salary and will be compensated at an hourly rate of NIS 37 per hour worked. In the event the Company successfully secures a significant funding round, the Company may increase Mr. Ziskind’s hourly rate of pay, provided that the increased rate shall not exceed NIS 300 per hour, with any such increase to be determined solely by the Company’s Board of Directors or its designated compensation committee. All other terms and conditions of Mr. Ziskind’s employment agreement remain unchanged.
On December 7, 2025, the Company also entered into a fourth amendment to the employment agreement with its Chief Financial Officer, Sharon Levkoviz (the “Levkoviz Amendment”). Mr. Levkoviz is party to an employment agreement dated March 1, 2021, as previously amended, Mr. Levkoviz’s monthly salary was reduced to NIS 7,500, the scope of his position was reduced to 25% of a full-time position, and he ceased to be entitled to the benefit of a leased car or any related payment allowances. Effective as of December 1, 2025, pursuant to the Levkoviz Amendment, Mr. Levkoviz will no longer receive a fixed salary and will be compensated at an hourly rate of NIS 185 per hour worked. All other terms and conditions of Mr. Levkoviz’s employment agreement, as previously amended, remain unchanged.
The foregoing description of the Ziskind Amendment and the Levkoviz Amendment are qualified in their entirety by reference to the Ziskind Amendment and the Levkoviz Amendment, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Item 8.01 Other Events.
As a result of financial difficulties currently being experienced by the Company, it was unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Q3 2025 Form 10-Q”) by the required filing deadline.
The Company is actively evaluating and pursuing various alternatives to address its liquidity needs and financial condition. The Company intends to resume filing all required periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable following the successful resolution of its current financial challenges. However, the Company can provide no assurance as to the timing or outcome of such efforts or the date on which it may be in a position to file the Q3 2025 Form 10-Q, or any subsequent periodic report as may be required under the Exchange Act.
https://www.otcmarkets.com/filing/html?id=189...KwX591zB3h
