IR-Med Inc. announced that it has entered into a Securities Purchase Agreement with certain investors pursuant to which the Company agreed to issue and sell, in a private placement offering to issue 715,000 shares at an issue price of $1 per share for the gross proceeds of $715,000 and warrants to purchase up to an additional 1,144,000 shares at a per share exercise price of $1.00 on June 4, 2024. The Offering closed on June 7, 2024 and the Company received aggregate gross proceeds of $715,000. The Warrants are exercisable beginning on the six (6) month anniversary of their issuance, have a term of five years from the initial exercise date and entitle the holders to purchase up to 1,144,000 shares of Common Stock.

The Warrants have an exercise price of $1.00 per share and contain a one-time dilution protection in the event the Company sells securities at a price less than the then exercise price in effect in a public offering in conjunction with a listing on a national securities exchange. 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.