Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 14, 2025, IR-Med, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (each an "Investor" and, collectively, the "Investors"), pursuant to which the Company agreed to issue and sell, in a private placement offering (the "Offering"), an aggregate of 1,562,500 shares of the Company's common stock, par value $0.001 per share, (the "Common Stock"), at a per share price of $0.016 and a warrant to purchase up to an additional 781,250 shares of Common Stock (the "Warrants") at a per share exercise price of $0.05 (the "Exercise Price"). The Offering closed on September 16, 2025, and the Company received aggregate gross proceeds of $25,000. In connection with the Offering, the Company's Chief Executive Officer, Ran Ziskind, purchased 937,500 shares of Common Stock at the purchase price of $0.016 per share and 468,750 Warrants to purchase Common Stock at an exercise price of $0.05 per share, for an aggregate purchase price of $15,000.

The Warrants are exercisable immediately and have a term of five years from the initial exercise date and have an exercise price of $0.05 per share.

The securities issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder and pursuant to Regulation S of the Securities Act to non-U.S. investors, because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer of the securities. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an 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 in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The Purchase Agreements contains representations and warranties that the parties made to, and solely for the benefit of, the others in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of such agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to that agreement. Rather, investors and the public should look to other disclosures contained in the Company's filings with the U.S. Securities and Exchange Commission.

The forgoing description of the Purchase Agreement and the Warrants are qualified by reference to the full text of these documents, copies of which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

The information required by this Item 3.02 is included under Item 1.01 of this Current Report on Form 8-K.