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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________ to __________

 Commission
file number 000-56492

 IR-MED,
INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 98-0583166

 State
 or other jurisdiction of

 incorporation
 or organization

 (I.R.S.
 Employer Identification No.)

 ZHR
Industrial Zone, Rosh Pina, Israel 1231400

 (Address
of Principal Executive Offices) (Zip Code)

 Registrant's
telephone number, including area code: 972 - 4-655-5054

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 N/A

 N/A

 Securities
registered pursuant to Section 12(g) of the Act:

 Common
Stock, $0.001 per share

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
registrant had 69,931,056 shares of
common stock outstanding as of April 1, 2024. The aggregate market value of the common stock held by non-affiliates as of as of the
last business day of the registrant's most recently completed second fiscal quarter was $ 40,234,447, as computed by reference
to the closing price of $1.07 of such common stock on the OTC Markets on such date.

 Explanatory
Note

Inc. (the "Company", "we" or "us") is filing this Amendment No. 1 (this "Amendment")
to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed with the U.S. Securities and Exchange
Commission (the "Commission") on April 1, 2024 (the "Original Form 10-K"). The purpose of this Amendment is solely
to correct the disclosures to Item 9B. Other Information and Item 10. Directors and Executive Officers of the Registrant and Corporate
Governance. Except for the said Items, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original
Form 10-K in any way. This Amendment has not been updated to reflect events that occurred after April 1, 2024, the filing date of the
Original Form 10-K. Accordingly, this Amendment should be read in conjunction with our filings made with the Commission subsequent to
the filing of the Original Form 10-K, including any amendments to those filings.

 This
Amendment includes Exhibits 31 and 32, new certifications by our principal executive officer and principal financial officer as exhibits
to this Amendment under Item 15 of Part IV hereof, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended.

 No
changes are hereby made to the registrant's financial statements. Other than the change discussed above and the filing of the currently
dated certifications to this Amendment, no changes have been made to the Original Form 10-K or the exhibits filed therewith. As such,
this Amendment should be read in conjunction with the Original Form 10-K.

 IR-MED,
INC.

 2023
FORM 10-K ANNUAL REPORT

 TABLE
OF CONTENTS

 Page

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. RESERVED

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 FORWARD-LOOKING
STATEMENTS

 This
annual report on Form 10-K for the year ended December 31, 2023, or this Annual Report on Form 10-K, contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, that involve risks and uncertainties, principally in the sections entitled "Business,"
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding
future events, our future financial performance, expectations for growth and revenues, anticipated timing and amounts of milestone and
other payments under collaboration agreements, business strategy and plans, objectives of management for future operations, timing and
outcome of legal and other proceedings and our ability to finance our operations are forward-looking statements. We have attempted to
identify forward-looking statements by terminology including "anticipates," "approach," "believes,"
"can," "contemplate," "continue," "look forward," "ongoing," "could,"
"estimates," "expects," "intends," "may," "appears," "suggests,"
"future," "likely," "goal," "plans," "potential," "possibly,"
"projects," "predicts," "seek," "should," "target," "would" or
"will" and other similar words or expressions or the negative of these terms or other comparable terminology. Although we
do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy.
These statements are only predictions and involve known and unknown risks and uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements,
to differ materially. The description of our Business set forth in Item 1, the Risk Factors set forth in Item 1A and our Management's
Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7 as well as other sections in this report,
discuss some of the factors that could contribute to these differences. These forward-looking statements include, among other things,
statements about:

 the accuracy of our estimates regarding expenses, future revenues, uses of cash, capital requirements and the need for additional
financing;

 the initiation, cost, timing, progress and results of our development activities, usability studies, preclinical studies and any clinical
trials that we may be required to undertake;

 the timing of and our ability to obtain and maintain regulatory approval of our existing product candidates, any product candidates
that we may develop, and any related restrictions and/or limitations;

 our plans to research, develop and commercialize our current and future product candidates;

 our ability to attract collaborators with development, regulatory and commercialization expertise;

 our ability to obtain and maintain intellectual property protection for our product candidates;

 our ability to successfully commercialize our product candidates;

 the size and growth of the markets for our product candidates and our ability to serve those markets;

 the rate and degree of market acceptance of any future products;

 the success of competing devices that are or may become available;

 regulatory developments in the United States and other countries;

 the performance of our third-party suppliers and manufacturers and our ability to obtain alternative sources of raw materials;

 the impact of global inflationary pressures;

 our ability to obtain additional financing;

 our use of the proceeds from our securities offerings;

 any restrictions on our ability to use our net operating loss carry-forwards;

 the impact of the Israel-Hamas war on our results, including potential economic restrictions imposed on and political and military
instability in Israel; and

 our ability to attract and retain key personnel.

 Moreover,
we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and it is neither possible
for us to predict all risk factors nor address the impact of all factors on our business or the extent to which any factor, or
combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.
Actual results could differ materially from our forward-looking statements due to a number of factors, including the early stage of
our product candidates presently under development; our ability to obtain and, if obtained, maintain regulatory approval of our
current product candidates and any of our other future product candidates; our need for substantial additional funds in order to
continue our operations and the uncertainty of whether we will be able to obtain the funding we need; our future financial
performance; our ability to retain or hire key scientific or management personnel; our ability to protect our intellectual property
rights that are valuable to our business, including patent and other intellectual property rights; our dependence on third-party
manufacturers, suppliers, research organizations, testing laboratories and other potential collaborators; the success of our
collaborations with third parties; the size and growth of the potential markets for any of our approved product candidates and the
rate and degree of market acceptance of any of our approved product candidates; competition in our industry; regulatory developments
in the United States and foreign countries, including the U.S. Food and Drug Administration, or FDA; and the expected impact of new
accounting standards.

 You
should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Annual Report on
Form 10-K. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled
"Risk Factors" and elsewhere in this Annual Report on Form 10-K could negatively affect our business, operating results,
financial condition and stock price. All forward-looking statements included in this document are based on information available to us
on the date hereof, and except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking
statements after the date of this Annual Report on Form 10-K to conform our statements to actual results or changed expectations.

 As
used in this Annual Report on Form 10-K, unless the context indicates or otherwise requires, "our Company", "the Company",
"IR-Med", "we", "us" and "our" refer to IR-Med, Inc., a Nevada corporation, and its consolidated
subsidiary, IR. Med Ltd., a company organized under the laws of Israel.

 PART
I

 ITEM
1. BUSINESS

 Corporate
History

 We
were incorporated in the State of Nevada in April 2007 under the name "Monster Motors, Inc." We began operating the business
of IR. Med Ltd., an Israeli company, through a reverse acquisition on December 24, 2020. IR. Med Ltd. (an Israeli company which was founded
in 2013) continues to operate as our operating subsidiary, and we are the sole stockholder of IR. Med Ltd.

 Our
corporate headquarters and research facilities are located at ZHR Industrial Zone, Rosh Pina, Israel.

 Business
Overview

 On February
28, 2024, following financial difficulties our Board of Directors resolved that the Company's operations will be limited only to
critical actions in order to save funds. Accordingly, the following description of our three product candidates' development and
commercialization plans are currently on hold and are subject to us being able to raise additional funds to support our operations and
to further develop and commercialize our products, which are in various stages of design and development.

 We
are in the process of developing a cutting-edge infrared spectroscopy and artificial intelligence (AI) analysis technology platform,
as a basis for point-of-care decision support devices. The infrared spectroscopy technology allows harmless and non-invasive
gathering of bio-information from a patient's blood and tissue. Bioinformation is then analyzed using our AI process to provide
healthcare professionals with decision support in the detection and monitoring of various disease conditions.

 PressureSafe,
our first product based on this platform, is a handheld device designed to revolutionize early detection of pressure injuries (PIs) affecting
skin and underlying tissue. PIs in the U.S. alone account for $26.8 billion in healthcare spending and result in 60,000 deaths annually.
 PressureSafe is expected to contribute to early detection of PIs, regardless of patient skin tone. This will drive
equitable healthcare and help reduce the toll and cost of PIs. We plan to launch PressureSafe as a decision support
system (DSS) tool for care givers in hospitals, nursing homes and home-care companies. We are currently working on completing the development of the commercial version of the PressureSafe device,
planned to be launched during 2024, following registration and listing under the U.S. Food and Drug Administration.

 Similarities in physiological development of pressure injuries and Diabetic Foot Ulcers under the skin surface allow
the IRMED device to be adopted to early detect diabetic foot ulcers among diabetic patients.

 Based
on data published by the Diabetes Research Institute:

 Diabetes
 is increasing at an alarming rate in the U.S. According to the Centers for Disease Control's (CDC) National Diabetes
 Statistics Report for 2022, cases of diabetes have risen to an estimated 37.3 million people, or 11.3% of the U.S. population. An
 estimated 28.7 million people have diagnosed diabetes, while approximately 8.6 million people have diabetes but have not yet been
 diagnosed.

 In
 2019, 283,000 children and adolescents younger than 20 years had diagnosed diabetes.
 This includes 244,000 with type 1 diabetes.

 Incidence
of Diabetes Complications

 Diabetes
 can affect many parts of the body and is associated with serious complications, such as heart
 disease, stroke, blindness, kidney failure and lower-limb amputation, among other conditions.

 Risks
 associated with diabetes in the U.S. vary. Studies suggest that the lifetime risk of developing a diabetic foot ulcer, or DFU, is
 between 19% and 34% of diabetic patients. Infection develops in 50%–60% of ulcers and is a principal cause of damage in
 diabetic feet. Approximately 20% of moderate or severe diabetic foot infections result in lower extremity amputations.

 Early detection of DFU is crucial.
Signs of redness (which is especially difficult to detect among darker-skin patients), blisters and minor injuries are very important
to detect. Our technology platform for early detection of PIs is being adjusted to detect incipient DFUs. Applying our unique AI technology
with an appropriate optical design allows different foot measurements and is expected to provide patients and caregivers an alert of potentially
developing DFU in its early stages.

 Our novel technology platform
will enable direct assessment of the development of a DFU before it becomes an open wound that may lead to a limb amputation. The Israeli
Innovation Authority, or IIA, has approved our plan to develop a diabetic foot ulcer device for early detection of DFU.On January 25,
2024, the Israel Innovation Authority (the "IIA") approved a program to develop a device for the early detection of diabetic
foot ulcers among diabetic patients, with a project budget of NIS 3,761,978 (approximately US$ 1,030,000) which includes an amount equal
to 50% grant of the total budget provided at the time of the grant, disbursed in installments over the course of 13 months, in accordance
with the project's progress. In consideration for the grant by the IIA, the subsidiary is required to pay royalties at the rate of 3%-5%
from the total sales until the repayment date of the full amount of the grant, plus annual interest at the SOFR rate. In addition, the
IIA must approve any arrangement whereby the Company seeks to transfer the technology relating to the project, or its development, from
Israel.

 We plan to commence a clinical trial in the center of Israel's leading diabetes clinic.

 We
are also in the preliminary stage of research and development of an innovative otoscope, Nobiotics, to support physicians with
an immediate indication as to whether mid-ear infection (otitis media), a common malady in children, is of a bacterial origin and thus
requiring antibiotic treatment, or of a viral origin that consequently does not require antibiotic treatment.

 Our technology
platform utilizes AI. AI is a broad term generally used to describe conditions where a machine mimics "cognitive" functions
associated with human intelligence, such as "learning" and "problem solving." Basic AI includes machine learning,
where a machine uses algorithms to parse data, learn from it, and then suggest a determination or prediction about a given phenomenon.
The machine is "trained" using large amounts of data and algorithms that provide it with the ability to learn how to perform
various tasks.

 The
global diagnostics market is driven in large by solutions that can be applied in healthcare settings, as these tools will drive decisions
regarding specific treatments and the associated outlays. However, despite advances in medical imaging and other diagnostic tools, misdiagnosis
remains a common occurrence.

 Our
initial focus is on the development of decision support system solutions utilizing our proprietary platform for the pre-emptive
diagnosis of PIs, diabetic foot ulcers, and mid-ear
infections detection. Our current business plan focuses on three principal medical devices currently in development:

 1.
 PressureSafe,
 a handheld optical monitoring device that is being developed to support early detection of
 PIs to the skin and underlying tissue, primarily caused by prolonged pressure
 associated with bed confinement;

 2.
 DiaSafe,
 a handheld optical monitoring device that is being developed to support early detection
 of DFUs in lower limb skin and underlying tissue, primarily caused by prolonged pressure
 on the sole of the foot and diabetes; and

 3.
 Nobiotics,
 an innovative otoscope designed to support physicians with an immediate indication
 as to whether a mid-ear infection (otitis media), a common malady in children, is of a bacterial
 origin and thus requiring antibiotic treatment, or of a viral origin that does not require
 antibiotic treatment.

 Our product
candidates are in various stages of development. The PressureSafe device is in an advanced stage of development and is planned
to be our first go-to-market product, while the DiaSafe and Nobiotics devices are in the initial stages of research and
development.

completed the development of the first generation PressureSafe prototype in the second quarter of 2022. In June 2022, IR. Med Ltd.,
our wholly owned subsidiary, entered into a study agreement with Beit Rivka, a large geriatric hospital in Israel associated with Clalit,
the largest Health Maintenance Organization (HMO) in Israel and second largest globally, to conduct a usability study of PressureSafe.

 On July
17, 2023, we published our interim report of usability study performed in Israel in leading medical centers with the following results:
 PressureSafe demonstrated very high efficacy in noninvasively detecting the presence and absence of PIs below the skin's
surface. PressureSafe accurately detected the presence of a PI in 96% of cases. In addition, PressureSafe correctly determined
that no wound was present in 91% of cases. The study was conducted at two medical centers owned by Clalit, namely Beit Rivka Hospital
and Rabin Medical Center, both in Petah Tikva, where 370 PressureSafe scans were performed on 25 patients who had Stage 1 PIs or
deep tissue injuries. No device related safety issues were reported in the total of 44 patients evaluated for safety.

 On September
26, 2023, we announced that we signed a Clinical Trial Agreement with the Methodist Healthcare System of San Antonio to conduct a useability
study titled "Safety and Efficacy of the PressureSafe Device for Early Detection of Pressure Injury in People with Various
Skin Tones, Including Dark Skin Tones." Methodist Healthcare is recognized as the most respected healthcare provider in its region.
With a network of 85 hospitals, 9 of which are acute care facilities, Methodist Healthcare employs more than 11,000 people, including
2,700 physicians. Approximately 50% of subjects recruited for the upcoming study will have dark skin tone, thus producing comparative
data on PressureSafe's accuracy as a decision support device in detecting early-stage PIs in people of darker and lighter
skin tones. Early-stage PIs can be more difficult to see on dark skin tones using the current standard of care for the detection of PIs,
which is visual skin inspection.

 We are
currently working on completing the development of the commercial version of the PressureSafe device, planned to be launched during
2024, following registration and listing with the U.S. Food and Drug Administration.

 Overview of Target Market and our Solutions

 Pressure Injury Market

 Populations are aging due to improvements
in healthcare. However, there are increased rates of obesity, diabetes and cardiovascular diseases. This combination of an increasingly
aging population and such diseases has resulted in more people with decreased mobility needing assistance with activities of daily living.
A major morbidity of decreased mobility is development of PIs. PIs develop as a result of a combination of physiologic events and external
conditions. Along with localized ischemia and reperfusion injury to tissues, impaired lymphatic drainage and mechanical deformation of
tissue cells have been shown to contribute to injury.

 Compression prevents lymph fluid
drainage and leads to deterioration in tissue cell normal activities, which causes increased interstitial fluid and waste build up, contributing
to the development of PIs. The time required to develop PIs depends on many factors, including the patient's physiology and the
degree of pressure and sheer force placed on the tissue. PIs occur over predictable pressure points where bony protuberances are more
likely to compress tissues when the patient is in prolonged contact with hard surfaces. Studies show that the heel area is the second
most frequent location for a pressure ulcer, with the most prevalent being the sacrum. The heel accounts for between 23% and 28% of all
pressure ulcers. 1

 Smith, S., Ashby, S., Thomas, L. and Williams, F., 2017. Evaluation of a multifactorial approach to reduce the prevalence of pressure
injuries in regional Australian acute inpatient care settings. International Wound Journal, 15(1), pp.95-105.

 While the overall number of Hospital
Acquired Conditions (HAC) have decreased by 8%, 2 pressure injuries have resisted improvement efforts and continue to grow by
10% annually. PIs are both costly and deadly. The U.S. Agency for Healthcare Research and Quality (AHRQ) reports that PIs add $10.2 billion
to annual U.S. healthcare costs. 3 Furthermore, these are associated with over 45% of the 63,619 HAC related deaths in the U.S.,
making it the leading HAC related death.

 PIs impose a tremendous healthcare
burden. As stated in the National Pressure Injury Advisory Panel fact sheet for 2023, 60,000 patients die every year as a direct result
of pressure injuries. Acute care attributable to hospital-acquired PIs reaches $26.8 billion, and 2.5 million patients per year develop
a PI. Patient care costs per PI range from $20,900 up to $151,700. PIs are among one of the five most common harms experienced by patients
and the second most common claim for lawsuits, after wrongful death. PIs occur across the healthcare industry, including in 10% of acute
care patients, 25% of long-term acute care patients, 12% of nursing home patients and 12% of rehabilitation center patients.

 The most common method used to
detect early PIs is a visual assessment by a professional caregiver focusing on areas where PIs most frequently develop. This visual assessment
is subjective, unreliable, untimely (as PIs often occur suddenly without visual cues), ineffective and only effective to detect PIs once
they are visible. Technology-based methods for detecting and monitoring have been developed, but as far as we know, none have succeeded
in providing an effective solution.

 Pressure Injuries Background

 Currently, PIs are discovered
only as they begin to appear on the skin, after they have been festering underneath the skin layers. Nurses regularly assess patients
at high risk by evaluating them according to accepted scores (e.g., Braden or Norton Scales). Hospitals can then get the patient onto
a different type of mattress that wicks away moisture and reduces pressure and impose orders for the individual to be turned every 2
hours, for example. The risk of a PI among ICU patients ranges between 18-40% of patients. 4

 Intrinsic risk factors such as
diabetes, malnutrition and smoking also increase the overall risk for pressure injuries. The spinal cord injury patient population is
at the highest risk (25-66%) of developing a PI due to the combination of immobility and decreased sensation. A prospective study of spinal
cord patients not only found that sacral and ischial PIs were very common (43% and 15%, respectively), as might be expected, but also
noted that the second most common location was on the heel (19%). 5

 Nursing home patients have PI
prevalence of 11% 6 and are most likely to develop PIs on the sacrum or heels. Nursing home patients were also found to have
contractures at a prevalence of 55%. Contractures are caused by decreased elasticity of the tissue surrounding major joints, and the resulting
lack of full mobility in the affected extremities significantly increases the risk of PI information.

 A significant market is the home
healthcare market, which is anticipated to be worth $645 billion by 2025 (CAGR 8.7%). 7 It is estimated that by 2030, seniors
aged 65 and over will represent 20% of the U.S. population, and over 19 million seniors are estimated to need homecare services. Homecare
companies have a strong incentive to prevent PIs as they are rated and carry part of the cost treating those patients.

 According to a survey published
in 2000 by UCLA School of Medicine, 8 in a total sample of 3,048 patients, 9.12% had PIs, and of these, 37.4% had more than
one PI, and 14% had three or more. Considering the worst PIs for each subject, 40.3% had Stage II and 27% had Stage III or IV injuries.

 AP News. 2019. Pressure Ulcers Cost U.S. Healthcare $10.2 Billion and Contribute to Nearly 29,000 Hospital Deaths Each Year.

 Boyko, T., Longaker, M. and Yang, G., 2018. Review of the Current Management of Pressure Ulcers. Advances in Wound Care,
7(2), pp.57-67.

 Fowler, E., Scott-Williams, S. and McGuire, J., 2008. Practice Recommendations for Preventing Heel Pressure Ulcers. Ostomy Wound
Management, 54(10), pp.42-57.

 Delmore, B., Lebovits, S., Suggs, B., Rolnitzky, L. and Ayello, E., 2015. Risk Factors Associated with Heel Pressure Ulcers in
Hospitalized Patients. Journal of Wound, Ostomy & Continence Nursing, 42(3), pp.242-248.

 Palese, A., Zammattio, E., Zuttion, R., Ferrario, B., Ponta, S., Gonella, S. and Comoretto, R., 2020. Avoidable and Unavoidable
Pressure Injuries Among Residents Living in Nursing Homes. Journal of Wound, Ostomy & Continence Nursing, 47(3), pp.230-235.

 Brandeis,
G., Morris, J. and Nash, D., 1990. The Epidemiology and Natural History of Pressure Ulcers in Elderly Nursing Home Residents. JAMA:
The Journal of the American Medical Association, 264(22), p.2905.

 Ferrell, B., Josephson, K., Norvid, P. and Alcorn, H., 2015. Pressure Ulcers Among Patients Admitted to Home Care. Journal of
the American Geriatrics Society, 48(9), pp.1042-1047.

 Ferrell, B., Josephson, K., Norvid, P. and Alcorn, H., 2000. Pressure Ulcers Among Patients Admitted to Home Care. Journal of
the American Geriatrics Society, 48(9), pp.1042-1047.

 The Agency for Healthcare Research
and Quality (AHRQ) has identified several basic principles for PI prevention: (a) use a validated tool to assess risk such as the Braden
Scale and Norton Scale; (b) implement a preventive plan for residents at risk, which should focus on avoiding friction and sheer trauma
to at-risk skin regions, as well as an individualized plan to reduce pressure, such as frequent repositioning; and (c) daily inspection
of the skin for high-risk residents, as deep tissue damage can occur in as little as two hours. The most common method used to detect
early pressure injuries is a visual assessment by a professional caregiver focusing on areas where PIs most frequently develop. This visual
assessment is subjective, unreliable, untimely and ineffective as PIs develop under the skin before becoming visible to the naked eye.
Technology-based methods for detecting and monitoring PIs have been developed, but none have succeeded in providing an effective solution.
These include ulcer detection based on skin conductivity which has relatively low resolution and is influenced by different topical skin
conditions (e.g., moisture, urine or feces). Other system solution methods such as electronic medical record programs, which prompt providers
to document results of PI screening every shift or day, are of great importance in diagnosing PIs early and preventing progression. Pads
designed to specifically cover pressure points such as the sacrum and heels, as well as foam pads designed to wrap around at-risk body
parts, are common products. However, it is important to note that some pads can actually be detrimental; for example, supports with cut-outs
can have increased pressure at their edges. Hospital-acquired PI rates are increasing while all other hospital-acquired conditions are
decreasing (AHRQ, 2019).

 PressureSafe

 Over the past six years, we have
been designing and developing PressureSafe, a novel device that has the potential to provide a reliable method of monitoring and
recording patients, providing additional information to healthcare providers as to where and when a pressure injury may occur. The technology
platform is designed to record information relating to each patient. The core technologies underlying the PressureSafe device are
patent protected (US Patent No. US 10,709,365 and US Patent No. US10,772,541). Our technology is based on the fact that tissues of the
human body absorb and reflect the light that surrounds it in different wave lengths (from the UV through visual light to infra-red light),
and the light is reflected and scattered back from inside the body through the skin. During this process, the reflected and scattered
light through a damaged area changes its properties in comparison to light reflection and scattering from normal healthy tissue. The PressureSafe
device is being designed to capture, analyze and identify tissue status to make early PI diagnoses using Spectrographic Analysis, while
AI learning software is planned to improve diagnostic accuracy. The PressureSafe device will illuminate the skin with a miniature
LEDs for a few seconds. The emitted light photons from the device will be absorbed, scattered and reflected back. The device will then
measure the absorption and reflectance, and using algorithms, will process the signals to identify and diagnose the scanned area.

 As every person's skin properties
are unique, the diagnosing physician must calibrate the device to the specific patient's skin, a process that takes merely a few
seconds and allows personalized diagnosis, improving diagnostic process effectiveness, as the PressureSafe device is designed to
measure regardless of skin color. Our technology is being developed to enable the assessment of different subdermal layers by scanning
through these skin layers, thus improving the identification of the damage, assessing the subdermal damaged tissue volume and assisting
with additional information to allow better treatment efficacy. Measuring the differences of subdermal fluid content and other bio-signals
has been developed to detect early formation of PIs and to "raise a flag" to allow the caregivers intervene and prevent their
appearance. The bio-signals that our algorithm detects occur in the early inflammatory process, as soon as local subcutaneous tissue function
is disturbed, and cells begin to be damaged.

 PressureSafe is a hand-held
scanner designed to provide additional information as a decision support system (DSS), to support the care giver effectively with the
main diagnostic ability to identify PIs and to differentiate between deep tissue PIs (before they become visible) and Stage 1 PIs. Deep
tissue PIs are serious, hospital-acquired deep PIs that form under intact skin, spread in deep tissues and eventually present themselves
as full thickness wounds. The PressureSafe is composed of: (a) a handheld optic probe device, which utilizes harmless infra-red
light that is placed for a few seconds on suspected areas for performing measurements; (b) a disposable probe tip component, changed between
patients to avoid cross-contamination; (c) a software component containing machine learning algorithm for analyzing the collected data;
and (d) software for connectivity and downloading the collected data and measurements results to the EMR/EHR systems used by the medical
center or homecare company.

 PressureSafe is a non-invasive
real-time optical monitoring device to support early intervention in PI treatment prior to skin breakage. The device performs a reflectance
spectroscopy scan to generate information for the decision maker, while collecting data of subdermal physiological changes together with
other bio-signals typical of early formation of PIs in the three skin layers, thus detecting the appearance of life risking pressure injuries.
 PressureSafe is designed to detect changes at a depth of 1-5 mm in the skin, regardless of skin tone, by measuring differences
of subdermal fluid content and bio-signals. As soon as local subcutaneous tissue function is disturbed and cells begin to disintegrate
by pressure exerted upon the body area, our scanner is designed to be able to detect this very early inflammatory process. The technology
will allow patient monitoring and immediate reading in a non-invasive way. It has the potential to help to reduce the number of PIs dramatically
through early detection, making it attractive for public and private healthcare systems worldwide.

 PressureSafe Studies

 Our product
candidates are in various stages of development. The PressureSafe device is in an advanced stage of development and is planned
to be our first go-to-market product. The Nobiotics device is in the initial stage of research and development.

completed the development of the first generation PressureSafe prototype in the second quarter of 2022. In June 2022, IR. Med Ltd.,
our wholly owned subsidiary, entered into a study agreement with Beit Rivka, a large geriatric hospital in Israel associated with Clalit,
the largest Health Maintenance Organization (HMO) in Israel, to conduct a usability study of PressureSafe.

 On July
17, 2023, we published our interim report of usability study performed in Israel in leading medical centers with the following results:
 PressureSafe demonstrated very high efficacy in noninvasively detecting the presence and absence of PIs below the skin's
surface. PressureSafe accurately detected the presence of a PI in 96% of cases. In addition, PressureSafe correctly determined
that no wound was present in 91% of cases. The study was conducted at two medical centers owned by Clalit, the world's second largest
health maintenance organization (HMO) and the largest in Israel, namely Beit Rivka Hospital and Rabin Medical Center both in Petah Tikva,
where 370 PressureSafe scans were performed on 25 patients who had Stage 1 PIs or deep tissue injuries. No device related safety
issues were reported in the total of 44 patients evaluated for safety.

 On September
26, 2023, we announced that we signed a Clinical Trial Agreement with the Methodist Healthcare System of San Antonio to conduct a useability
study titled "Safety and Efficacy of the PressureSafe Device for Early Detection of Pressure Injury in People with Various
Skin Tones, Including Dark Skin Tones." Methodist Healthcare is recognized as the most respected healthcare provider in its region.
With a network of 85 hospitals, 9 of which are acute care facilities, Methodist Healthcare employs more than 11,000 people, including
2,700 physicians. Approximately 50% of subjects recruited for the upcoming study will have a dark skin tone, thus producing comparative
data on PressureSafe's accuracy as a decision support device in detecting early-stage PIs in people of darker and lighter
skin tones. Early-stage PIs can be more difficult to see on dark skin tones with the current standard of care for the detection of PIs,
which is visual skin inspection.

 We
are currently working on completing the development of the commercial version of the PressureSafe device, planned to be launched
during 2024, following listing with the FDA.

 DiaSafe Market Potential

 We are now in the development
stages of the Software/Hardware, algorithms and optics to allow early detection of incipient DFU in the lower limbs. An adjustment to the PressureSafe
proven technology allows us to reduce the development period and approach the relevant markets faster. We plan to initiate a clinical
study in Clalit, Israel's largest HMO, to train the developed algorithm and test patients. Following the Israeli trial, we aim to
conduct an American based trial, potentially during the first half of 2025.

 DFU Market Potential

 About 5%
of patients with diabetes mellitus develop foot ulcers, and approximately 1% end up with an amputation.

 The lifetime
risk of a person with diabetes developing a foot ulcer ranges between 19% to 34%. These ulcers are the leading cause of non-traumatic
amputations in the U.S. and are responsible for more hospital admissions than any other diabetic complication.

 Ear
Infection Market

 Reducing the consumption of antibiotics
is a major goal of health authorities around the world. Doctors all over the world are rushing to keep up with infections that are becoming
increasingly good at resisting antibiotic treatment, including gonorrhea, tuberculosis, bacterial pneumonia and others.

 Antibiotics either kill bacteria
or keep them from multiplying. By definition, they work only against bacterial illnesses, yet research shows they are often needlessly
prescribed for viral illnesses like the flu and common colds. That is a waste of resources and may also contribute to antibiotic resistance.
Bacteria is developing better resistance to drugs each time they encounter them. The result is the creation of super bugs that are resistant
to that antibiotic.

 In 2019 the World Health Organization
described antimicrobial resistance-pathogens' ability to evade medical interventions-one of the 10 largest threats to global health. 9

 According to the CDC, 35,000 people
die each year in the U.S. due to antibiotic-resistant infections. A recent study published in the BMJ points to one major propagator of
the problem: doctors are incorrectly prescribing antibiotics, and up to 43% of U.S. antibiotic prescriptions may be inappropriate.

 Studies conducted by the University
of Utah 10 showed that in 2016, 30% of outpatient oral antibiotic prescriptions may have been inappropriate. For example, 1
in every 5.4 urgent care visits, which represents 18.5% of such visits, resulted in an antibiotic prescription. Of these, 37% were for
ear infections which turned out to be viral infections.

 The health community is already
seeing the consequences of these improper prescriptions. In addition to the deaths detailed in the CDC's recent report, an estimated
2.8 million Americans contract and survive antibiotic- resistant infections each year. As illnesses get more and more difficult to treat,
patients may suffer longer, and doctors might be forced to turn to increasingly powerful drugs, often with harmful side effects.

 The antibiotic taken by children
kills bacteria in their body, even the good bacteria, changing gut microbiome with toddlers, possibly leading to other problems, like
 clostridium difficile (C. difficile infection).

 Nearly 70,000 children end up
in emergency rooms every year after experiencing adverse reactions to antibiotic drugs, according to the CDC. 11 Most of these
incidents were due to an allergy, and most were mild reactions (such as a rash), although some were more serious (such as anaphylaxis).
Children under the age of 2 made up the largest share of the ER visits.

 There are several long-term problems
associated with children's consumption of antibiotics. For example, studies have found that children receiving more rounds of the
drugs because of early infections are more likely to be obese as adolescents and adults, and the earlier children are exposed to the drugs,
the more likely their metabolism is to be affected. 12

 Each year in the U.S., approximately
9 million children, ages 0-17, are reported to have ear infections or otitis media. 13 Of those children, 8 million visited
a physician or obtained a prescription drug to treat the condition.

 However, the number of children
complaining of ear pain and undergoing examination by otoscope is many times these figures, and they represent IR-MED's target market.

 Medical spending to treat otitis
media totals over $2.8 billion, with the average annual expenditure of more than $350 per person. More than one-third of ear infection
prescription medications expenditures were paid from out of pocket.

 Lewis, R., 1995. The Rise of Antibiotic-Resistant Infections. FDA Consumer magazine.

 Fleming-Dutra, K., Hersh, A., Shapiro, D., Bartoces, M., Enns, E., File, T., Finkelstein, J., Gerber, J., Hyun, D., Linder, J.,
Lynfield, R., Margolis, D., May, L., Merenstein, D., Metlay, J., Newland, J., Piccirillo, J., Roberts, R., Sanchez, G., Suda, K., Thomas,
A., Woo, T., Zetts, R. and Hicks, L., 2016. Prevalence of Inappropriate Antibiotic Prescriptions Among US Ambulatory Care Visits, 2010-2011.
 JAMA, 315(17), pp.1864-1873.

 Hirsh, J., 2018. Antibiotic Side Effects in Children: What Every Parent Should Know.

 Park, A., 2015. How This Common Drug Can Have Lasting Effects on Kids.

 Soni, a., 2008. STATISTICAL BRIEF #228: Ear Infections (Otitis Media) in Children (0-17): Use and Expenditures, 2006.

 The market is being driven by
the rise in risk factors, increasing awareness regarding the severity of untreated ear infection, development of healthcare, technological
development in diagnostic devices and surgery segment, especially the advancements in minimally invasive surgery, and so on. Market restraints
include the complications of surgery, high cost of treatment and the emergence of bacterial resistance.

 Ear
Infection Background

 An
ear infection is an inflammation of the middle ear, usually caused by bacteria or a virus, which occurs together with fluid builds up
behind the eardrum. Three out of four children will have at least one ear infection by their third birthday. 15 In fact, ear
infections are the most common reason parents bring their child to a doctor.

 The
presence of middle ear fluid is the key diagnostic marker for the two most common pediatric ear diseases, acute otitis media (AOM) and
otitis media with effusion (OME). 16

 AOM,
known commonly as an "ear infection," is characterized by the presence of infected fluid in the middle ear and results in
symptoms of fever and ear pain.

 It
is a leading cause of pediatric healthcare visits, and although many cases can resolve without antibiotics, complications may include
eardrum perforation, mastoiditis, facial nerve palsy or meningitis.

 OME
is the presence of middle ear fluid without signs of an acute infection and affects up to 80% of children. Although OME has few overt
symptoms, making diagnosis more difficult, it is associated with speech delay, sleep disruption, poor school performance, balance issues
and a higher likelihood of developing AOM.

 The
simplest way for a doctor to diagnose an ear infection is by using an otoscope, a lighted instrument, to view and assess the eardrum.
A red, bulging eardrum indicates an infection.

 Other
methods a doctor can use include: (i) Pneumatic otoscope, which blows a puff of air into the ear canal, this allows the doctor to observe
the eardrum movement. A normal eardrum will move back and forth more easily than an eardrum with fluid behind it; and (ii) Tympanometry,
which is soft plug that contains a miniature microphone and speaker as well as a device that varies air pressure in the ear, measuring
how flexible the eardrum is at different pressures.

 Many doctors will prescribe an
antibiotic, such as amoxicillin, to be taken over seven to 10 days. The doctor also may recommend over-the-counter pain relievers such
as acetaminophen or ibuprofen and eardrops, to help with fever and pain.

 If the doctor is not able to make
a definite diagnosis of OME and the child does not have severe ear pain or a fever, the doctor may suggest waiting a day or so to see
if the earache goes away. Today, when a child has ear pain, the doctor will check the ear, but unless there is a clear visible need, he/she
will probably not give any treatment besides pain relief due to simple fact that he/she cannot determine if the infection is viral, for
which no antibiotic should be given, or bacterial, which will require antibiotic treatment.

 Thomas, J., Berner, R., Zahnert, T. and Dazert, S., 2014. Acute Otitis Media. Deutsches Aerzteblatt Online.

 Thomas, J., Berner, R., Zahnert, T. and Dazert, S., 2014. Acute Otitis Media. Deutsches Aerzteblatt Online.

 The American Academy of Pediatrics 17
issued guidelines in 2013 that encourage doctors to observe and closely follow those children with ear infections that cannot be definitively
diagnosed, especially those between the ages of six months to two years. If there is no improvement within 48 to 72 hours from when symptoms
began, the guidelines recommend doctors start antibiotic therapy. Reducing the consumption of antibiotics is a major goal of health authorities
around the world.

 Nobiotics

 The Nobiotics device is
planned to be an otoscope for supporting noninvasive detection of otitis media (ear infection). The device is in initial stages of development
as an ear examination device that will give the physician an immediate indication if the infection is from a viral or bacterial source,
and then the physician will make a decision to prescribe an antibiotic or not. The device works on a similar IR-spectrographic analysis
method as being developed in the PressureSafe device. The Nobiotics otoscope is based on infrared light reflection and absorption
by the effluents behind the ear drum. Otoscopes are considered a required device by any physicians performing physical diagnoses. Target
customers for the Nobiotics device are general practitioners (GPs), pediatricians and ear nose and throat (ENT) specialists.

 Our
Strategy

 Our
goal over the next five years is to establish our technology and related products as the gold standard for the targeted sectors. The
key elements of our strategy are as follows:

 Develop
and expand a balanced and diverse pipeline of products and product candidates. Our core platform technologies will include innovative
spectrographic analysis tools for diagnostic aid, AI, devices and product candidates in various development and clinical stages. We plan
to add products and product candidates to our pipeline by expanding our technologies being developed to additional indications and through
investing in new technologies, products and product candidates. By maintaining this multi-product approach, we aim to provide a broad
and comprehensive product offering, which we believe will result in multiple value inflection events, reduced risks to our potential
business associated with a particular product or product candidate and increased return on investment. Furthermore, product candidates
that we develop may create attractive collaboration opportunities with pharma, diagnostics, medical devices and medical supplies companies.

 Target
large and growing patient populations with significant unmet medical needs. PIs and ear infections are medical conditions
afflicting large and growing global patient populations, each with significant unmet medical needs such as requiring earlier and
more accurate diagnosis, reducing the widespread reliance on antibiotics and optimizing the delivery of medical services, thereby
improving the efficacy and safety of treatment.

 Maintain
a global, diverse network of specialists to accelerate knowledge synergies and innovation. We plan to utilize a global network
of specialists to identify large and growing patient populations with significant unmet medical needs, evaluate and prioritize potential
technologies, assist in designing development plans and diagnostic protocols and determine potential indications of our platform technologies
to our target patient populations in various territories. We believe that maintaining this diverse network of industry
specialists will allow us to continue to maximize knowledge and cost synergies, utilize shared commercial infrastructure across products,
reduce risks of development and commercialization delays to our overall business and leverage our current and future platform technologies
and technologies for additional products and product candidates.

 Rosenfeld, R., Schwartz, S., Cannon, C., Roland, P., Simon, G., Kumar, K., Huang, W., Haskell, H. and Robertson, P., 2014. Clinical
Practice Guideline. Otolaryngology-Head and Neck Surgery, 150(1_suppl), pp. S1-S24.

 Establish
distribution channels to maximize the commercial potential of our products. We plan to seek out collaborative arrangements with major
healthcare providers to facilitate market adoption of our product candidates. In this respect, we have entered into a distribution agreement
covering the United States. See below " Distribution Agreement ". We believe that such institutions are well-positioned
to directly benefit from improvements in accurate diagnosis and reduction of cost of care associated with the use of our product candidates.
We also believe that the marginal cost of our product candidates compared to potential savings will make it economical for healthcare
institutions to adopt our products, regardless of whether or not additional costs of purchase of these products will be covered by third-party
payors, such as government healthcare programs and commercial insurance companies. Through cooperation with healthcare providers, we
aim to develop and prove an economic model beneficial to them. Thereafter, we plan to engage with private insurance plans to develop
reimbursement programs encouraging the use of our product candidates. We expect that adoption rates of our product candidates will increase
if hospitals and other medical institutions are compensated, in full or in part, for additional costs incurred when purchasing our products.

 Disposable
unit/Pay Per Use (PPU) business model - Our developing business model will be based on disposable need to be changed per each patient
examined. This will allow potential customers to pay only per use of the device, with minimal investing in equipment, and have great
potential to generate substantial revenues to the company. This is especially important following the COVID-19 pandemic, where cross
contamination of any kind is forbidden. As we develop large, accumulated databases, we plan to offer software as a service (SAAS) to our
customers.

 R&D
and New Product Development

 We
believe our strong research and development (R&D) capabilities are one of our principal competitive strengths. Our R&D activities
are conducted at our subsidiary's facility in Israel. Our team of employees and sub-contractors is comprised of current and future
dedicated research and development employees, system architects, algorithm developer engineers, software engineers, electronics and electro-optics
engineers, quality engineers and regulatory and health experts, who are responsible for the R&D, development and testing of our technologies
and product candidates.

 We
plan to increase our R&D team as necessary to meet our product development goals and milestones and deliver the products in the right
time to market and in the required quality.

 Distribution
Agreement

 On
October 7, 2022, we entered into an exclusive Distribution and License Agreement, or the Distribution Agreement, with PI Prevention Care
LLC, a Delaware limited liability company, or the Distributor, pursuant to which the Distributor received exclusive royalty bearing rights
to promote, market and sell solely in the United States our PressureSafe monitoring device.

 The
Distributor is a recently formed Delaware entity comprised
of persons and other entities including Company shareholders, who are active in the markets relating to senior care facilities, hospitals,
home care centers, hospital equipment distributors, among others, throughout the United States and who are familiar with and have wide
experience in addressing and responding to the needs of these medical care organizations.

 Under
the Distribution Agreement, the Distributor is solely responsible for the distribution, marketing and sales of the PressureSafe
and its accompanying components and agreed undertake all commercially reasonable efforts to establish the necessary distribution and
sales network for the Products by not later than the date on which the Company shall have received all regulatory and other clearance
required to launch the commercialization of the PressureSafe Solution (such Date being the
"Commercial Launch Date"). Prior to the Commercial Launch Date, the Distributor is to invest such resources as is
reasonable such that upon the occurrence of the Commercial Launch Date there will be a commercially reasonable distribution network in
place for the immediate marketing of the Product.

 The
Distribution Agreement provides for the payment of annual licensing fees. The Distribution Agreement also specifies the prices of each
component of the Products payable to the Company and also provides for minimum annual purchase requirements of Product components in
order to maintain exclusivity. If for whatever reason the Distributor does not comply with the minimum purchase requirements in any year,
the Distributor can continue to have a non-exclusive license and distribution rights in the United States if the Distributor pays the
annual license fee.

 Subject
to the compliance by the Distributor of its obligation under the Distribution Agreement, including the purchase by the Distributor of
minimum annual purchase requirements of the components of the Products, the Distribution Agreement continues in effect for a term of
13 years following the Commercial Launch Date. At the end of the initial three- and eight-year
periods, the parties are to enter into good faith negotiations as to the pricing of the Products and the minimum purchase quantities
for the subsequent period. The Distributor also agreed to not distribute any products that compete with the Products.

 Intellectual
Property

 We rely on a combination of patents,
trade secrets, non-disclosure agreements and other intellectual property to protect the proprietary technologies that we believe are important
to our business. Our success will depend in part on our ability to obtain and maintain patent and other proprietary protection for commercially
important inventions and know-how, defend and enforce our patents, maintain our licenses, preserve our trade secrets and operate without
infringing valid and enforceable patents and other proprietary rights of third parties. We also rely on continuing technological innovation
to develop, strengthen and maintain our proprietary position in the field of diagnostic decision support software devices.

 The IR based core technologies
underlying the PressureSafe device are covered by patent issued (US Patent No. US 10,709,365 and US Patent No. US10,772,541) issued
on July 14, 2020, and September 15, 2020, respectively. All our patents are marked under "system and method for noninvasive analysis
of subcutaneous tissue". Such patents are owned by IR. Med Ltd. and are valid through August 2034.

 These patents are based on physical
phenomena of light reflection from the surface of the skin. The PressureSafe device irradiates the surface of tissue with harmless
infrared and visual light radiation. The reflected light from the tissue changes its physical properties according to the level of injury
in the sub dermal tissue (under the skin). Comparing the reflected light from a healthy tissue and reflected light from a suspected injured
tissue allows early detection of sub dermal PIs.

 During 2022, we applied for two
new provisional patents in the US. and European Union, one for the PressureSafe device and one for Nobiotics.

 During 2023, we applied for two
patents in the U.S. protecting different configurations of our devices and new technological developments. We also applied for two design
patents covering our unique design of our devices and accessories.

 During 2023, we were granted one
patent from the Israeli Patent Office supporting the American patents already approved.

 As of the date of this report,
a significant portion of our granted U.S. patent applications and pending patent applications in foreign jurisdictions is directed to
enhance both the PressureSafe device and other future applications. However, some of these patent applications may not result in
issued patents, and not all issued patents may be maintained in force for their entire term.

 Competition

 We operate in highly competitive
segments of the medical device markets. We face competition from many different sources, including commercial medical device enterprises,
academic institutions, government agencies and private and public research institutions. Many of our competitors have significantly greater
financial, product development, manufacturing and marketing resources than us. Large medical device companies have extensive experience
in clinical testing and obtaining regulatory approval for medical devices. We also may compete with these organizations to recruit scientists
and clinical development personnel. Smaller or early-stage companies may also prove to be significant competitors, particularly through
collaborative arrangements with large and established companies.

 We expect PressureSafe,
if and when commercially available, to compete directly with Bruin's Biometrics Provizio SEM Scanner, which is currently commercially
available in the U.S., U.K. and the E.U. As we intend with the PressureSafe device, the Bruin scanner is marketed to senior care
facilities, as well as other health care centers. Bruin's product is based on electro-resistance measurement of the skin's
moisture, a method that is significantly different from the approach contained in the PressureSafe device, which utilizes real-time
optical monitoring device combined with AI-based capabilities for pre-emptive detection of PIs in different settings. In addition, new
developments, including the development of other medical device technologies and methods of preventing PIs, occur in the medical device
industry at a rapid pace.

 Diabetic foot ulcer assessment
is a process composed of collecting a patient's background data and point of care measurements, such as lower limbs data (pulse
quality, level of neuropathy, etc.). The collected information allows rough assessment of a DFU to develop. Since there is no way to measure
direct biomarkers to associated with DFU, we are developing the technology and a device that will measure direct biomarkers demonstrating
development of subdermal DFU.

 We expect Nobiotics, if
completed, to compete with other otoscopes which are in development or other products in development for the purpose of assisting with
assessment of otitis media for distinguishing between virus and bacteria origin.

 Manufacturing

 We do not own or operate manufacturing
facilities. While we plan to depend on third-party contract manufacturers for device manufacturing, we plan to perform the final assembly,
quality control and release of finished goods in our facilities.

 Manufacturers of our products
are required, among other things, to comply with applicable FDA/EMA manufacturing requirements contained in the FDA/EMA's Quality
System Regulation (QSR). The QSR requires manufacturing quality assurance and quality control as well as the corresponding maintenance
of records and documentation.

 Major changes to the device generally
require regulatory approval before being implemented (e.g., adding new indications and additional labeling claims, etc.).

 Under FDA Medical Device Reporting
(MDR) regulations, medical device manufacturers are required to report to the FDA information that a device has or may have caused or
contributed to a death or serious injury or has malfunctioned in a way that would likely cause or contribute to death or serious injury
if the malfunction of the device or one of our similar devices were to recur. Discovery of problems with a product after product release
may result in restriction on a product or manufacturer, including withdrawal of the product from the market.

 We do not have any current contractual
relationships for the manufacture of commercial supplies of any of our product candidates if they are approved. We intend to enter into
contract manufacturing agreements and one or more back-up manufacturers for the commercial production of our product candidates when they
are near potential approval.

 Distribution and Revenue Generation

 We intend to establish sales and
marketing structures and strategic partnerships in the United States, U.K. and Europe to support all of our product candidates.

 The target market for our PressureSafe
device is relevant healthcare settings ( i.e., hospitals, senior care facilities, homecare companies, etc.), nursing homes and a
growing segment of long-term homecare givers. Towards that end, in the third quarter of 2022, we began preparations in anticipation of
commercialization of PressureSafe in the United States during 2024, pending regulatory approvals, which have been delayed. A distribution
agreement was entered into with PI Prevention Care LLC, a newly formed entity focused on marketing to the senior care facility, hospital
and homecare markets. The Distributor, which received exclusive rights for PressureSafe distribution across the United States,
includes personnel who have many years' experiences in addressing and responding to the needs of these types of organizations. Under
the terms of the Agreement which were publicly disclosed, to maintain exclusivity, the Distributor is obligated to comply with minimum
purchase requirements of the device and accompanying disposables.

 Once we receive the appropriate
sales approvals, we expect the marketing will be done with local partners who have the relevant abilities and connections in each territory
where the company will ask to sell the products. Since each country has its own specific healthcare system, a local partner (one or more)
will be chosen to address the specific market needs in terms of regulation, technical support, etc. Pricing will be determined by the
local partner, taking into account all overhead expected costs, regulation requirements and reimbursement methods.

 The DiaSafe once developed,
will be marketed pending our receipt of the appropriate sales approvals. We expect the marketing will be done with local partners who
have the relevant abilities and connections per each relevant distribution territory. Since each country has its own specific healthcare
system, a local partner (one or more) will be chosen to address the specific market needs in terms of regulations and technical support.
Pricing will be determined by the local partner, taking into account all overhead expected costs, regulation requirements and reimbursement
methods.

 Nobiotics ' target
users will be pediatricians, family doctors and Ear, Nose and Throat (ENT) doctors. The distribution of the Nobiotics is expected
to be carried out by companies who supply devices and disposables to the target audience.

 In both the PressureSafe
and the Nobiotics devices, the revenue stream is expected to be generated mainly from the disposables and PressureSafe solution
as a service (PSaaS) that are needed for the proper operation of the device, while the device itself likely be given under lease agreements.
It is envisioned that the disposable component will be mass produced.

 It is expected that market penetration will be achieved
through original equipment manufacturing agreements with one of several large medical device companies already selling to the target market.
At the current time, we have no commitments from any such distributors or original equipment manufacturing partners.

 Facilities

 Our
subsidiary occupies approximately 130 square meters of facilities located in Rosh Pinna 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. Through December 31,
2023, we were paying a monthly rent of 24,750 New Israeli Shekels, or NIS, per month (approximately $6,780).

 Government
Regulation and Product Approval

 Government authorities in the
United States, at the federal, state and local levels, as well as other countries, extensively regulate, among other things, the research,
development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution,
post-approval monitoring and reporting, marketing and export and import of products such as those we are developing.

 Government Regulations

 Before
we can market our product candidates to the public in the U.S., we believe the products will need to obtain clearance for commercial sales.
Our devices will be subject to ongoing regulation by the FDA in the U.S. and other federal, state, and local regulatory bodies.

 FDA
regulations govern, among other things, product design and development, manufacturing, labeling, pre-clinical and clinical trials, post-market
adverse event reporting, post-market surveillance, complaint handling, repair or recall of products, product storage, record keeping,
pre-market clearance, advertising and promotion and sales and distribution.

 Unless
an exemption applies, each medical device, such as our PressureSafe and Nobiotics that are intended to be commercially distributed
in the United States, requires 510(k) clearance from the FDA. Based on the FDA guidance documents that we have reviewed, we expect to
be subject to the shorter and more streamlined 510(k) process for PressureSafe, which typically involves less risk of uncertainty
and the submission of less supporting documentation, without the costly clinical trials (though of course no prior guarantee can be provided
as to such regulatory treatment). Generally, gaining 510(k) clearance for a product depends on demonstrating that the subject product
is "substantially equivalent" to a previously cleared 510(k) device.

 For
the PressureSafe device, we are working closely with our FDA regulatory consultants to complete our pre-market notification to
the FDA for 510(k) clearance and all other necessary design and manufacturing processes. We intend to pursue approximately the same regulatory
track for the Nobiotics device.

to comply with applicable regulatory requirements can result in enforcement actions by the FDA and other regulatory agencies, which may
include any of the following sanctions: untitled letters or warning letters, fines, injunctions, consent decrees, civil or criminal penalties,
recall or seizure of our current or future products, operating restrictions, partial suspension or total shutdown of production, refusal
of or delay in granting 510(k) clearance of new products or modified products or rescission of previously granted 510(k) clearances. Any
of these sanctions could result in higher than anticipated costs and have a material adverse effect on our reputation, business and financial
condition. See "Risk Factor - Government Regulation," above.

 The
FDA can delay, limit or deny clearance of our proposed devices for many reasons, including:

 our
 inability to demonstrate that our product is safe and effective for its intended users

 our
 inability to demonstrate that our product is the "substantial equivalent" of a previously cleared device;

 the
 data from clinical studies that we undertake may be insufficient to support clearance and

 failure
 of the manufacturing process or facilities we use to meet applicable requirements.

 In
addition, the FDA may change its pre-market policies, adopt additional regulations, revise existing regulations or take other actions
which may prevent or delay clearance of our devices.

 Any
delay in or failure to receive or maintain regulatory compliance prior to marketing our devices could prevent us from generating revenue
therefrom or achieving profitability.

 Additionally,
the FDA and other regulatory authorities have broad enforcement powers. Regulatory enforcement or inquiries or other increased scrutiny
on us could dissuade some customers from using our proposed product and adversely affect our reputation and the perceived safety and
efficacy of our proposed devices. If the FDA requires us to go through a more rigorous examination for our proposed product than we currently
expect, such as requiring additional testing further verification or other procedures, we may require substantial additional funding
sooner than anticipated and/or our product could be severely delayed. Being subject to an extended period of scrutiny or being required
to conduct expensive clinical trials would be particularly harmful to our business because our proposed devices currently constitute our
only products.

 Ongoing
Regulation by FDA.

 Placing
the PressureSafe device on the market requires in addition:

 Establishment
 registration and device listing;

 Quality system regulation, which requires manufacturers, including third-party
manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of
the manufacturing process;

 Labeling
 regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or "off-label" uses, and
 other requirements related to advertising and promotional activities;

 Medical
 device reporting (MDR) regulations, which require that manufacturers report to the FDA if their device may have caused or contributed
 to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the
 malfunction were to recur;

 Corrections and removals reporting regulations, which require that manufacturers
report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to
remedy a violation of the 1938 Federal Food, Drug, and Cosmetic Act (FDCA), that may present a risk to health;

 Labelling
 and Unique Device Identification (UDI) regulations; and

 Post-market
 surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness
 data for the device. (Refer to the section below)

 Post-Approval
Requirements

 Although premarket clinical trials
provide important information on a device's safety and effectiveness, it is possible that new safety concerns will emerge once the
device is on the market. As a result, the FDA continues to monitor device performance after a device has been approved. FDA officials
conduct routine inspections of medical device manufacturing facilities across the United States. Manufactures may be informed of inspections
in advance, or the inspections may be unannounced. Inspections may be routine or caused by a particular problem. The purpose of these
inspections is to make sure developers are following good manufacturing practices. Furthermore, the FDA can shut down a manufacturing
facility if required standards are not met.

 Usability Studies

completed the development of the first generation PressureSafe prototype in the second quarter of 2022. In June 2022, IR. Med Ltd.,
our wholly owned subsidiary, entered into a study agreement with Beit Rivka, a large geriatric hospital in Israel associated with Clalit,
the largest Health Maintenance Organization (HMO) in Israel, to conduct a usability study of PressureSafe.

 In February
2023, our subsidiary IR. Med Ltd. entered into an agreement with Rabin Medical Center in Israel to perform a usability study, as an additional
study center to the current study that we have been performing at Beit-Rivka, a large geriatric hospital in Israel. The agreement is to
conduct a usability study of our proprietary and patent protected " PressureSafe " device, which we plan to launch as
a decision support system (DSS) tool for care givers in hospitals, nursing homes and homecare companies.

 On July
17, 2023, we published our interim report of usability study performed in Israel in leading medical centers with the following results:
 PressureSafe demonstrated very high efficacy in noninvasively detecting the presence and absence of PIs below the skin's
surface. PressureSafe accurately detected the presence of a PI in 96% of cases. In addition, PressureSafe correctly determined
that no wound was present in 91% of cases. The study was conducted at two medical centers owned by Clalit, the world's second largest
health maintenance organization (HMO) and the largest in Israel, namely Beit Rivka Hospital and Rabin Medical Center, both in Petah Tikva,
where 370 PressureSafe scans were performed on 25 patients who had Stage 1 PIs or deep tissue injuries. No device related safety
issues were reported in the total of 44 patients evaluated for safety.

 On September
26, 2023, we announced that we signed a Clinical Trial Agreement with the Methodist Healthcare System of San Antonio to conduct a useability
study titled "Safety and Efficacy of the PressureSafe Device for Early Detection of Pressure Injury in People with Various
Skin Tones, Including Dark Skin Tones." Methodist Healthcare is recognized as the most respected healthcare provider in its region.
With a network of 85 hospitals, 9 of which are acute care facilities, Methodist Healthcare employs more than 11,000 people, including
2,700 physicians. Approximately 50% of subjects recruited for the upcoming study will have dark skin tone, thus producing comparative
data on PressureSafe's accuracy as a decision support device in detecting early-stage PIs in people of darker and lighter
skin tones. Early-stage PIs can be more difficult to see on dark skin tones using the current standard of care for the detection of PIs,
which is visual skin inspection.

 In addition, we plan to conduct
usability studies in the U.S. or other countries on the PressureSafe and on the DiaSafe. Additional regulations govern the
approval, initiation, conduct, documentation and reporting of clinical studies to regulatory agencies in the countries or regions in which
they are conducted. Such investigational use is generally also regulated by local and institutional requirements and policies which usually
include review by an ethics committee or institutional review board (IRB). Failure to comply with all regulations governing such studies
could subject the company to significant enforcement actions and sanctions, including halting of the study, seizure of investigational
devices or data, sanctions against investigators, civil or criminal penalties and other actions. Without the data from one or more clinical
studies, it may not be possible for us to secure the data necessary to support certain regulatory submissions, to secure reimbursement
or demonstrate other requirements. We cannot assure that access to clinical investigators, sites and subjects, documentation and data
will be available on the terms and timeframes necessary.

 Reimbursement

 Our current go-to-market strategy
does not contemplate or rely upon governmental or third-party payor reimbursement. However, in the future we plan to seek reimbursement
for product candidates as a means to expand the adoption of products and broaden our customer base.

 To the extent that we adopt a
market strategy which is in whole or in part reliant on third-party reimbursement, commercial sales of our future products will depend
in part on the availability of reimbursement from such third-party payors, including government health administrative authorities, managed
care providers, private health insurers and other organizations. Each third-party payor may have its own policy regarding which products
it will cover, the conditions under which it will cover such products, and how much it will pay for such products. Third-party payors
are increasingly examining the medical necessity and cost effectiveness of medical products and services in addition to safety and efficacy
and, accordingly, significant uncertainty exists as to the reimbursement status of newly approved devices. Further, healthcare policy
and payment reform models and medical cost containment models are being considered and/or adopted in the United States and other countries.
Legislative and/or administrative reforms to applicable reimbursement systems may significantly reduce reimbursement for the services
in which our products are used or result in the denial of coverage for such services outright. As a result, third-party reimbursement
adequate to enable us to realize an appropriate return on our investment in research and product development may not be available for
our products.

 Other
Healthcare Laws and Compliance Requirements

 In
the United States, our activities are potentially subject to regulation by various federal, state and local authorities in addition to
the FDA, including the Centers for Medicare and Medicaid Services (formerly the Health Care Financing Administration), other divisions
of the United States Department of Health and Human Services ( e.g., the Office of Inspector General), the United States Department
of Justice and individual United States Attorney offices within the Department of Justice, and state and local governments.

 Anti-Kickback
Statutes in the United States

 The
U.S. federal anti-kickback statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration,
directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing, arranging for or recommending
of a good or service, for which payment may be made in whole or in part under a U.S. federal healthcare program such as the Medicare
and Medicaid programs. The definition of "remuneration" has been broadly interpreted to include anything of value, including
gifts, discounts, the furnishing of supplies or equipment, payments of cash and waivers of payments. Several courts have interpreted
the statute's intent requirement to mean that, if any one purpose of an arrangement involving remuneration is to induce referrals
or otherwise generate business involving goods or services reimbursed in whole or in part under U.S. federal healthcare programs, the
statute has been violated. Penalties for violations include criminal penalties and civil sanctions such as fines, imprisonment and possible
exclusion from Medicare, Medicaid and other U.S. federal healthcare programs. The reach of the federal anti-kickback statute was broadened
by the Affordable Care Act (ACA), which, among other things, amends the intent requirement of the federal anti-kickback statute. Pursuant to the statutory
amendment, a person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it in order to have
committed a violation. The ACA further provides that the government may assert that a claim including items or services resulting from
a violation of the federal anti-kickback statute constitutes a false or fraudulent claim for purposes of the U.S. False Claims Act or
the Civil Monetary Penalties statute, which imposes penalties against any person who is determined to have presented or caused to be
presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as
claimed or is false or fraudulent.

 The
U.S. federal anti-kickback statute is broad and prohibits many arrangements and practices that are lawful in businesses outside of
the healthcare industry. Recognizing that the statute is broad and may technically prohibit many innocuous or beneficial
arrangements, the Office of Inspector General (OIG) of the Department of Health and Human Services, has issued a series of
regulations, known as "safe harbors." These safe harbors set forth provisions that, if all their applicable
requirements are met, will assure healthcare providers and other parties that they will not be prosecuted under the anti-kickback
statute. The failure of a transaction or arrangement to fit precisely within one or more safe harbors does not necessarily mean that
it is illegal or that prosecution will be pursued. However, conduct and business arrangements that do not fully satisfy an
applicable safe harbor may result in increased scrutiny by government enforcement authorities such as the OIG or the U.S. Department
of Justice.

 Many
states have adopted laws similar to the U.S. federal anti-kickback statute. Some of these state prohibitions are broader than the U.S.
federal statute and apply to the referral of patients and recommendations for healthcare items or services reimbursed by any source,
not only the Medicare and Medicaid programs. Government officials have focused certain enforcement efforts on marketing of healthcare
items and services, among other activities, and have brought cases against individuals or entities with sales personnel who allegedly
offered unlawful inducements to potential or existing physician users in an attempt to procure their business.

 U.S.
Health Insurance Portability and Accountability Act of 1996 (HIPAA)

 HIPAA
imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program, including private payors, or making
false statements relating to healthcare matters. HIPAA, as amended by the Health Information Technology for Economic and Clinical Health
Act, or HITECH, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected
health information, can impose civil or criminal liability for violations of its provisions.

 In
addition, we may be subject to data privacy and security regulation by both the federal government and the states in which we conduct
our business. HIPAA, as amended by HITECH and its implementing regulations, imposes certain requirements relating to the privacy, security
and transmission of individually identifiable health information. Among other things, HITECH makes HIPAA's privacy and security
standards directly applicable to "business associates"— independent contractors or agents of covered entities that receive
or obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also increased the
civil and criminal penalties that may be imposed against covered entities, business associates and possibly other persons, and gave state
attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws
and seek attorney's fees and costs associated with pursuing federal civil actions. In addition, state laws govern the privacy and
security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the
same effect, thus complicating compliance efforts.

 International
Regulation

 The
European Commission is the legislative body responsible for the EU MDR (Medical Device Regulation) with which manufacturers selling medical
products in the European Union and the European Economic Area, or EEA, must comply. The European Union has adopted regulations of the
design, manufacture, labeling, clinical studies, post-market clinical follow-up, post-market surveillance and vigilance for medical devices.
Devices that comply with the requirements of a relevant EU MDR will be entitled to bear the CE conformity marking, indicating that the
device conforms to the essential requirements of the applicable regulations and, accordingly, can be marketed throughout the European
Union and EEA, after being certified by a Notified Body. The centralized procedure provides for the grant of a single marketing authorization
that is valid for all European Union member states.

 In
addition to regulations in the United States, there are a variety of foreign regulations governing clinical trials and commercial sales
and distribution of any product candidates. The approval process varies from country to country, and the time may be longer or shorter
than that required for bringing the product to the U.S. market.

 Employees
& Consultants

 As of April 1, 2024, we had 6
employees and 1 service provider, on a full-time basis, with 3 on a part time basis, engaged in product research and development at IR.
Med Ltd.

 During February 2024, as a result of financial difficulties, we notified
10 of our 11 employees, including our then-Chief Executive Officer, of the termination of their employment. The effective termination
dates vary based on contractual notice periods, which range between March 22, 2024, and April 22, 2024. During March 2024 following the approval of the IIA plan, we canceled the termination notice of two employees.

 Israeli
labor laws govern the length of the workday, minimum wages for employees, procedures for hiring and dismissing employees, determination
of severance pay, annual leave, sick days, advance notice of termination of employment, equal opportunity and anti-discrimination laws
and other conditions of employment. Subject to specified exceptions, Israeli law generally requires severance pay upon the retirement,
death or dismissal of an employee, and requires us and our employees to make payments to the National Insurance Institute, which is similar
to the U.S. Social Security Administration. Our employees have defined benefit pension plans that comply with the applicable Israeli
legal requirements. Our employees are not represented by a labor union. We consider our relationship with our employees to be good. To
date, we have not experienced any work stoppages.

 Corporate
Values and Ethics

 We
strongly believe that our success depends on all of our employees identifying with our company's purpose and understanding how
their work contributes to the Company's overall strategy. To this end, we engaged in an inclusive all-company process to develop
our company purpose, vision, mission and values.

 Our
corporate culture and values, along with our employees are our most valuable. These values, are:

Passion,

Integrity,

Excellence,

Responsibility,

Innovation, and

Spirit of Collaboration.

 These
values form part of our goal setting and review process to ensure accountability to these values at all levels. In order to further
ensure that we live our values, and our culture stays unique and strong, our Board of Directors and executive management team put
significant focus on our human capital resources.

 We
utilize a variety of channels to facilitate open and direct communication, including: (i) monthly all-hands staff meetings, (ii) regular
open learning forums to promote peer learning or town hall meetings with executives; (iii) regular ongoing update communications; and
(iv) employee surveys beyond the annual engagement survey referenced above on an as-needed basis.

 Employee
Compensation and Benefits

 Our
compensation programs are designed to align the compensation of our employees with the Company's performance and to provide the
proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances
incentive earnings for both short-term and long-term performance. Specifically:

We provide employee base salaries that are competitive and consistent with employee positions, skill levels, experience, knowledge and
geographic location.

To foster a stronger sense of ownership and align the interests of employees with those of our shareholders, we offer both a stock option
program and employee stock purchase program to eligible employees under our broad-based equity incentive plans.

Annual increases and incentive compensation are based on merit, which is communicated to employees at the time of hiring and documented
through our talent management process as part of our annual review procedures and upon internal transfer and/or promotion.

 Diversity
and Inclusion

 Ingrained
in our culture is the philosophy that each individual offers diverse perspectives, backgrounds and experiences that create great outcomes
when we are united as a team. We respect our people and embrace our differences. We welcome everyone and value the ideas generated by
our collective uniqueness. We aspire that all of our teammates reach their full potential, and we encourage them to be confident in their
differences.

 Employee
Development and Training

 We
invest significant resources in developing and retaining the talent needed to achieve our business goals. To support our employees in
reaching their full potential, we offer internal and promote external learning and development opportunities. Education assistance is
offered to financially support employees who seek to expand their knowledge and skill base.

 Corporate
and Available Information

 Our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are available
free of charge though our website (  as soon as practicable after such material is electronically filed
with, or furnished to, the Securities and Exchange Commission (the "SEC"). Except as otherwise stated in these documents,
the information contained on our website or available by hyperlink from our website is not incorporated by reference into this report
or any other documents we file, with or furnish to, the SEC.

 Our common
stock is listed and traded on the over-the-counter market OTCQB under the symbol "IRME."

 ITEM
1A. RISK FACTORS

 Investing
in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other
information contained in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes, before
making any decision to invest in shares of our common stock. This Annual Report on Form 10-K contains forward-looking statements. If
any of the events discussed in the risk factors below occurs, our business, prospects, results of operations, financial condition and
cash flows could be materially harmed. If that were to happen, the trading price of our common stock could decline, and you could lose
all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks not currently
known to us, or other factors not perceived by us to present significant risks to our business at this time also may impair our business
operations.

 Summary
of Risk Factors

 Below
is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address
all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face,
can be found below under the heading "Risk Factors" and should be carefully considered, together with other information in
this Annual Report on Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock.

 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,
 2023, were prepared assuming that we will continue as a going concern.

 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.

 We
 currently have no products that are approved for commercial sale. If we are unable to successfully develop, receive commercial sale
 approval from the regulatory authorities as applicable and commercialize initially our PressureSafe device under development,
 or if we experience significant delays in doing so, our business will be adversely affected.

 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.

 Any
 product candidates 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

 We
 may be subject to numerous and varying privacy and security laws, and our failure to comply could result in penalties and reputational
 damage.

 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.

 to manage our growth effectively could increase our expenses, decrease our revenue and prevent us from implementing our business
 strategy.

 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 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.

 Our
 technology development is headquartered in Israel and, therefore, our results may be adversely affected by economic restrictions
 imposed on, and political and military instability in Israel, including the Israel-Hamas war.

 Risk
Factors

 An
investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties
in addition to other information in this report in evaluating our company and its business before purchasing shares of our company's
common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You
could lose all or part of your investment due to any of these risks.

 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.

 As
a development stage company, we do not currently have revenues to generate cash flows to cover operating expenses. Since our inception,
we have incurred operating losses in each year due to costs incurred in connection with research and development activities, marketing
and general and administrative expenses associated with our operations. For the years ended December 31, 2023, and 2022, we incurred net
losses of approximately $4,909,000 and $4,734,000, respectively. As of December 31, 2023, and 2022, we had an accumulated deficit of $14,839,000 and
$9,930,000, respectively.

 We expect
to incur losses for the foreseeable future as we continue the development of, and seek regulatory clearance and approvals for, our PressureSafe
device-in-development initially (for pre-emptive diagnosis of PIs on the skin surface), DiaSafe and thereafter, for the Nobiotics device
(for detecting the ear infections in children). If we fail to generate revenue and eventually become profitable, or if we are unable to
fund our continuing losses, our shareholders could lose all or a substantial part of their investment.

 We
will need substantial additional funding to complete subsequent phases of our medical devices and to operate our business and such funding
may not be available or, if it is available, such financing is likely to substantially dilute our existing shareholders.

 The discovery,
development and commercialization of new medical devices (such as our PressureSafe and Nobiotics devices) entails significant
costs. As we are in the early stage of the engineering, electronics, algorithm and mechanical aspects of our prototypes, we still must
develop, modify, refine and finalize them. To enable us to accomplish these and other related items and continue to operate our business,
we will need to raise substantial additional capital or enter into strategic partnerships to enable us to:

 fund
 clinical studies and seek regulatory approvals/clearance prior to performing clinical trials (if needed);

 build
 or access manufacturing and commercialization capabilities;

 develop,
 test and receive regulatory commercial sale approval to market our products;

 acquire
 or license additional internal systems and other infrastructure; and

 hire
 and support additional management, engineering and scientific personnel.

 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
operations have consumed substantial amounts of cash since inception. We expect to need substantial additional funding to pursue the
clinical development of our drug candidates and launch and commercialize any drug candidates for which we receive regulatory approval.

 In
2021 and 2022, we raised aggregate gross proceeds of $5,830,000 and $3,625,000, respectively, from sales of our equity and equity linked
securities. In addition, on June 12, 2023, we raised
aggregate gross proceeds of $1,000,000 from sales of our shares of common stock and warrants to purchase shares of common stock.

 Nonetheless,
we will require additional capital for the further development and commercialization of our three product candidates (which are in various
stages of design and development) and may need to raise additional funds sooner if we choose to and are able to expand more rapidly than
we currently anticipate. Further, we expect our expenses to increase in connection with our ongoing activities. In addition, if we obtain
regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to regulatory
requirements, product manufacturing, marketing, sales and distribution.

 Furthermore,
we expect to incur additional costs associated with operating as a public company. We may also encounter unforeseen expenses, difficulties,
complications, delays and other unknown factors that may increase our capital needs and/or cause us to spend our cash resources faster
than we expect. Accordingly, we will need to obtain substantial additional funding in order to continue our operations.

 To
date, we have financed our operations through a mix of equity investments from private investors, the incurrence of debt, grant funding
and technology licensing revenues, and we expect to continue to utilize such means of financing for the foreseeable future. Additional
funding from those or other sources may not be available when or in the amounts needed, on acceptable terms, or at all.

 If
we raise capital through the sale of equity, or securities convertible into equity, it will result in dilution to our then existing
stockholders, which could be significant depending on the price at which we may be able to sell our securities.

 If
we raise additional capital through the incurrence of indebtedness, we may become subject to covenants restricting our business activities,
and holders of debt instruments may have rights and privileges senior to those of our equity investors. In addition, servicing the interest
and principal repayment obligations under debt facilities could divert funds that would otherwise be available to support research and
development or commercialization activities.

 If
we are unable to raise capital when needed on commercially reasonable terms, we could be forced to delay, reduce or eliminate our research
and development for our product candidates or any future commercialization efforts or ultimately cease operations. Any of these events
could significantly harm our business, financial condition and prospects.

 Until
we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never achieve, we expect to finance
our cash needs primarily through public or private equity offerings, debt financings or through the establishment of possible strategic
alliances. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are not able to secure
additional equity funding when needed, we may have to delay, reduce the scope of, or eliminate one or more of our clinical studies, development
programs or future commercialization initiatives.

 In
addition, any additional equity funding that we do obtain will dilute the ownership held by our existing security holders. The amount
of this dilution may be substantially increased if the trading price of our common stock is lower at the time of any financing. Regardless,
the economic dilution to shareholders will be significant if our stock price does not increase significantly, or if the effective price
of any sale is below the price paid by a particular shareholder. Any debt financing that we obtain in the future could involve substantial
restrictions on activities and creditors could seek a pledge of some or all of our assets. We have not identified potential sources for
such financing that we will require, and we do not have commitments from any third parties to provide any future debt financing. If we
fail to obtain funding as needed, we may be forced to cease or scale back operations, and our results, financial condition and stock
price would be adversely affected.

 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, 2023, were
prepared assuming that we will continue as a going concern.

 Primarily
as a result of our losses and limited cash balances and cash flows, the report of our independent registered public accounting firm for
the fiscal year ended December 31, 2023, contains an explanatory paragraph on our financial statements stating that the Company has not
generated sufficient revenues to cover operating expenses and will need additional capital to service its debt obligations. While the
Company raised proceeds of $1,000,000 during the year ended December 31, 2023, by way of private placement offerings to accredited investors,
it does not believe its resources will be sufficient to meet its operating and capital needs beyond the second quarter of 2024. The Company
expects it will require additional capital to fully implement the scope of its proposed business operations, which raises substantial
doubt about its ability to continue as a going concern. The Company will have to continue to rely on equity and debt financing, and/or
continued support from its officers and directors. There can be no assurance that financing, whether debt or equity, will be available
to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on
favorable terms.

 If
we are unable to secure additional capital, we may be required to curtail our clinical and research and development initiatives and take
additional measures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations.
These measures could cause significant delays in our clinical and regulatory efforts, which is critical to the realization of our business
plan. The accompanying financial statements do not include any adjustments that may be necessary should we be unable to continue as a
going concern. It is not possible for us to predict at this time the potential success of our business. The revenue and income potential
of our proposed business and operations are currently unknown. If we cannot continue as a viable entity, you may lose some or all of
your investment.

 Our
limited operating history as a development stage company may hinder our ability to successfully meet our objectives.

 We
were formed in 2013, and since that time our focus has been on our three leading product candidates, which are the PressureSafe
device, DiaSafe device and the Nobiotics device. We have limited experience with development stage operations, including
manufacturing and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered
by companies in new and rapidly evolving fields, particularly in the medical device support systems arena. In addition, the early-stage
nature of our development operations can only provide limited operating results upon which investors can evaluate our business and prospects.

 Our
limited operating history may adversely affect our ability to implement our business strategy and achieve our business goals, which include,
among others, the following activities:

 developing
 our product candidates using unproven technologies;

 undertaking
 preclinical development and clinical trials as well as formulating and manufacturing products;

 obtaining
 the human, financial and other resources necessary to develop, test, manufacture, commercialize and market our product candidates;

 engaging
 collaborators to assist in developing, testing, manufacturing and marketing our product candidates;

 continuing
 to build and maintain an intellectual property portfolio covering our technology and product candidates;

 achieving
 acceptance and use by the medical community of our Anticalin platform and drug candidates after they receive regulatory approvals;

 maintaining,
 growing and managing our internal teams as and to the extent we increase our operations and develop new segments of our business;

 developing
 and maintaining successful collaboration, strategic and other relationships for the development and commercialization of our product
 candidates that receive regulatory approvals with existing and new partners; and

 managing
 our cash flows and any growth we may experience in an environment where costs and expenses relating to clinical studies, regulatory
 approvals and commercialization continue to increase.

 If
we are unsuccessful in accomplishing any or all of these objectives, we may not be able to raise capital, expand our business, develop
our drug candidates or continue our operations.

 We
may never achieve profitability.

 Because
of the numerous risks and uncertainties associated with the development and commercialization of medical device solutions, we are unable
to accurately predict the timing or amount of future revenue or expenses or when, or if, we will be able to achieve profitability. We
have financed our operations primarily through issuance and sale of equity and equity linked securities. The size of our future net losses
will depend, in part, on the rate of growth or contraction of our expenses and the level and rate of growth, if any, of our revenues.
We expect to continue to expend substantial financial and other resources on, among other things:

 investments
 to expand and enhance our platform and technology infrastructure, make improvements to the scalability, availability and security
 of our platform, and develop new products;

 sales
 and marketing, including expanding our indirect sales organization and marketing programs;

 planning
 and conducting clinical trials to obtain regulatory approval/clearance for the commercialization of our products;

 expansion
 of our operations and infrastructure, both domestically and internationally; and

 general
 administration, including legal, accounting and other expenses related to being a public company.

 If
we are unable to successfully commercialize our products or if revenue from any of our products that receives marketing approval is insufficient,
we will not achieve profitability. Furthermore, even if we successfully commercialize our products, our planned investments may not result
in increased revenue or growth of our business. We may not be able to generate net revenues sufficient to offset our expected cost increases
and planned investments in our business and platform. As a result, we may incur significant losses for the foreseeable future, and may
not be able to achieve and sustain profitability. If we fail to achieve and sustain profitability, then we may not be able to achieve
our business plan, fund our business or continue as a going concern.

 Our
quarterly results may fluctuate significantly, and period-to-period comparisons of our results may not be meaningful.

 Our
quarterly results, including the levels of future revenue, if any, our operating expenses and other costs, and our operating margins,
may fluctuate significantly in the future, and period-to-period comparisons of our results may not be meaningful. This may be especially
true to the extent that we do not successfully establish our business model. Accordingly, the results of any one period should not be
relied upon as an indication of our future performance. In addition, our quarterly results may not fully reflect the underlying performance
of our business. Factors that may cause fluctuations in our quarterly results include, but are not limited to:

 the
 timing of regulatory commercial sale approvals for our products in various stages of development;

 our
 ability to successfully establish our business model;

 our
 ability to attract and retain distribution networks, customers and to expand our business;

 enacted
 or pending legislation effecting the healthcare industry;

 changes
 in our pricing policies or those of our competitors;

 the
 timing of our recognition of revenue and the mix of our revenues during the period;

 the
 amount and timing of operating expenses and other costs related to the maintenance and expansion of our business, infrastructure
 and operations;

 the
 amount and timing of operating expenses and other costs related to the development or acquisition of businesses, services, technologies
 or intellectual property rights;

 the
 timing and costs associated with legal or regulatory actions;

 changes
 in the competitive dynamics of our industry, including consolidation among competitors or customers;

 loss
 of our executive officers or other key employees

 industry
 conditions and trends that are specific to the vertical markets in which we sell or intend to sell our devices; and

 general
 economic and market conditions.

 Fluctuations
in quarterly results may negatively impact the value of our common stock, regardless of whether they impact or reflect the overall performance
of our business. If our quarterly results fall below the expectations of investors or any securities analysts who follow our shares,
or below any guidance we may provide, the price of our ordinary shares could decline substantially.

 Currency
exchange rate fluctuations affect our results of operations, as reported in our financial statements.

 We
incur expenses in U.S. Dollars and in NIS, but our functional currency is the U.S. dollar. However, a significant portion of our headcount
related expenses, consisting principally of salaries and related personnel expenses as well as R&D consulting services, leases
and certain other operating expenses, are denominated in NIS. This foreign currency exposure gives rise to market risk associated with
exchange rate movements of the U.S. dollar against the NIS. Furthermore, we anticipate that a material portion of our expenses will continue
to be denominated in NIS.

 In
addition, increased international sales in the future may result in greater foreign currency denominated sales, increasing our foreign
currency risk. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition
and results of operations could be adversely affected.

 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.

 Before
the PressureSafe, DiaSafe and/ or the Nobiotics medical devices can be available for commercial sale the United
States and in other countries, we must complete all regulatory requirements necessitated by the FDA and foreign health regulatory authorities
and demonstrate the performance and safety of our technology. These activities will include performing clinical useability studies. While
we currently plan to pursue 510(k) approval which does not require clinical trials, the FDA may require clinical trials in order to approve
our product candidates. Clinical Trials are expensive, difficult to design and implement, can take years to complete and are inherently
uncertain as to outcome. A failure of one or more clinical trials can occur at any stage of testing. Further, the outcomes of completed
clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily
predict final results. Clinical data is often susceptible to varying interpretations and analyses, and many companies that have believed
their products performed satisfactorily in clinical trials have nonetheless failed to obtain marketing approval. We have limited resources
to complete the expensive process of medical device development, and clinical trials, putting us at a disadvantage, particularly compared
to some of our larger and established competitors, and we may not have sufficient resources to commercialize our products under development
in a timely fashion, if ever.

 We
may experience numerous unforeseen events during or as a result of clinical trials that we may be required to perform that could delay
or prevent our ability to receive marketing approval or commercialize our products, including:

 regulators
 may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;

 the
 failure to successfully complete clinical trials testing requirements required by the FDA and foreign health regulatory authorities;

 we
 may experience delays in reaching agreement (or fail in reaching agreement) on acceptable clinical trial contracts with third parties
 or acceptable clinical trial protocols with prospective trial sites, the terms of which can be subject to extensive negotiation and
 may vary significantly among trial sites;

 clinical
 trials of the technology underlying PressureSafe, DiaSafe or the Nobiotics devices may produce negative or inconclusive
 results, including failure to demonstrate statistical significance, and we may decide, or regulators may require us, to conduct additional
 clinical trials or abandon our development programs;

 the
 number of people with the necessary disorders required for clinical trials may be larger than we anticipate. Enrollment in these
 clinical trials may be slower than we anticipate. People may drop out of these clinical trials or fail to return for follow-up at
 a higher rate than we anticipate;

 our
 third-party contractors conducting the clinical trials may fail to comply with regulatory requirements or meet their contractual
 obligations to us in a timely manner, or at all;

 the
 cost of clinical trials of our products may be greater than we anticipate;

 the
 supply or quality of our products or other materials necessary to conduct clinical trials of our products may be insufficient or
 inadequate; and

 delays
 from our suppliers and manufacturers could impact clinical trial completion and impact future revenue.

 If
we are required to conduct clinical trials or other testing of our proposed devices under development beyond those that we contemplate
or if the results of these trials or tests are not favorable or if there are safety concerns, we may:

 not
 obtain commercial sale approvals at all;

 be
 delayed in obtaining commercial sale approvals for our planned products under development in a jurisdiction; or

 be
 subject to additional testing requirements.

 Our
development costs will also increase if we experience delays in testing or commercial sale approval from regulatory authorities. We do
not know whether any of our clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or
at all. Significant clinical trial delays also could allow our competitors to bring innovative products to market before we do and impair
our ability to successfully commercialize our products.

 Changes
in the configuration of the technology underlying our devices under development may result in additional costs or delay.

 As
products are developed through towards approval and commercialization, it is common that various aspects of the development program,
such as manufacturing methods and configuration, are altered along the way in an effort to optimize processes and results. Any changes
we make carry the risk that they will not achieve the intended objectives. Any of these changes could cause our products under development
to perform differently and affect the results of planned clinical trials or other future clinical trials conducted with the altered device.
Such changes may also require additional testing, regulatory notification or regulatory approval. This could delay completion of clinical
trials, increase costs, delay approval of our future products and jeopardize our ability to commence sales and generate revenue.

 We
currently have no products that are approved for commercial sale. If we are unable to successfully develop, receive commercial sale approval
from the regulatory authorities as applicable and commercialize initially our PressureSafe device under development, or if we experience
significant delays in doing so, our business will be adversely affected.

 We
currently have no products that are approved for commercial sale. We initially plan to seek commercial sale approval from the regulatory
authority (FDA) to commercialize our PressureSafe under development and we may seek approval to commercialize in selected international
geographies. Our ability to generate revenue from our developed products, if any, will depend heavily on their successful development,
commercial sale approval and eventual commercialization. The success of any product that we develop will depend on several factors, including:

 receipt
 of timely FDA clearance of our planned regulatory pathway

 receipt
 of timely approval from foreign health regulatory authorities (if we seek approval in any jurisdiction outside the United States);

 successful
 completion of all necessary bench testing, and clinical trials, if necessary;

 our
 ability to procure and maintain suppliers and manufacturers of the components of the technology underlying PressureSafe and
 future versions;

 launching
 commercial sales of our devices, if approved for commercial sale;

 market
 acceptance of our devices under development, if approved, by the medical community and third-party payers;

 our
 ability to obtain extensive coverage and reimbursement for use of our devices;

 the
 perceived advantages, cost, safety, convenience and accuracy of alternative diagnostic methods;

 obtaining
 and maintaining patent, trademark and trade secret protection and regulatory exclusivity for our technology and otherwise protecting
 our rights in our intellectual property portfolio; and

 maintaining
 compliance with regulatory requirements, including current good manufacturing practices.

 Whether
commercial sale approval initially for the PressureSafe device will be granted is unpredictable and may depend upon several factors,
including the substantial discretion of the regulatory authorities. We may need to perform clinical trials, and the FDA (and as we seek
to commercialize in selected international geographies, other foreign regulatory authorities) may require that we conduct additional
bench testing, and/or clinical trials, provide additional data, take additional manufacturing steps, or require other conditions, before
they will let us to market our device. If the FDA or other foreign regulatory authority will require additional clinical trials or data,
we would incur increased costs and delays in the access to market, which may require us to expend more resources than we have available.

 In
cases where we are successful in obtaining commercial sale approval to market one or more of our products, our revenue will be dependent,
in part, upon the size of the markets in the territories for which we gain commercial sale approval, the accepted price for the product,
the ability to obtain coverage and reimbursement, and whether we own the commercial rights for that territory. If the number of people
we target is not as significant as we estimate or the treatment population is narrowed by competition, physician choice or diagnostic
guidelines, we may not generate significant revenue from sales of such products, even if they are available on the market.

 Commercial
sale approval in the United States by the FDA does not guarantee approval by other regulatory authority in other countries or jurisdictions
or ensure approval for the same conditions of use. In addition, clinical trials conducted in one country may not be accepted by regulatory
authorities in other country. Approval processes vary between countries and can involve additional product testing and validation and
additional administrative review periods. It is possible that no product we develop will ever obtain commercial sale approval in the
United States or any other jurisdiction, even if we expend substantial time and resources seeking such approval. If we do not achieve
one or more of these approvals in a timely manner or at all, we could experience significant delays or an inability to fully commercialize
any product and achieve profitability.

 Both
before and after a product is commercially released, we will have ongoing responsibilities under U.S. and corresponding foreign regulations,
as applicable. We will also be subject to periodic inspections by the FDA and other foreign regulatory authorities as applicable, to determine
compliance with U.S. regulatory requirements, such as the Quality System Regulation (QSR), the medical device reporting (MDR), the reporting
of adverse events and recalls, the regulations regarding notification on changes and other corresponding regulations of other foreign
regulatory authorities, as applicable. These inspections can result in observations or reports, warning letters or other similar notices
or forms of enforcement action. If the FDA, or any other foreign authority as applicable, concludes that we are not in compliance with
applicable laws or regulations, or that any of our products are ineffective or pose an unreasonable health risk, such authority could
ban these products, suspend or cancel our marketing authorizations, impose "stop-sale" and "stop-import" orders,
refuse to issue export certificates, detain or seize adulterated or misbranded products, order a recall, repair, replacement, correction
or refund of such products, or require us to notify health providers and others that the products present unreasonable risks of substantial
harm to the public health. Discovery of previously unknown problems with our product's design or manufacture may result in restrictions
on use, restrictions placed on us or our suppliers, or withdrawal of an existing commercial sale approval. The FDA or comparable foreign
authority may also impose operating restrictions, enjoin and restrain certain violations of applicable law pertaining to medical devices,
assess civil or criminal penalties against our officers, employees or us, or recommend criminal prosecution of our Company. Adverse regulatory
action may restrict us from effectively marketing and selling our products. In addition, negative publicity and product liability claims
resulting from any adverse regulatory action could have a material adverse effect on our business, financial condition and operating results.

 Foreign
governmental regulations have become increasingly stringent and more extensive, and we may become subject to even more rigorous regulation
by foreign governmental authorities in the future. Penalties for a company's non-compliance with foreign governmental regulation
could be severe, including revocation or suspension of a company's business license and civil or criminal sanctions.

 Our
success depends on our ability to complete development, commercialize and gain market acceptance initially for PressureSafe and thereafter
for any other device.

 Our
current business strategy is highly dependent on developing and commercially launching one product initially, our PressureSafe
device and achieving and maintaining market acceptance. We may face challenges convincing physicians, many of whom have extensive experience
with competitors' products and established relationships with other companies, to appreciate the benefits of initially PressureSafe
 in a way that is superior to and differentiated from currently available technology or know-how and adopt it for supporting diagnostics
for their patients.

 Moreover,
healthcare providers tend to be slow to change their medical treatment practices because of perceived liability risks arising from the
use of new products and the uncertainty of third-party reimbursement.

 If
we are unable to achieve the support of caregivers and healthcare providers or widespread market acceptance for our devices, then our
sales potential, strategic objectives and profitability could be negatively impacted, which would adversely affect our business, financial
condition and operating results.

 We
depend on the knowledge and skills of our senior management and our Board of Directors.

benefited substantially from the leadership and performance of our senior management. Our success will depend on our ability to retain
our current management and recruit additional management personnel. Competition for senior management in our industry is intense, and
we cannot guarantee that we will be able to retain our personnel or recruit additional personnel. The loss of the services of certain
members of our senior management could prevent or delay the implementation and completion of our strategic objectives or divert management's
attention to seeking qualified replacements. On February 22, 2024, as a result of financial difficulties, we notified seven of our 10
employees, including Mr. Di-Cori, who acted as our Chief Executive Officer, of the termination of their employment. The effective termination
dates vary based on contractual notice periods, which range between March 22, 2024, and April 22, 2024. In addition, our Board of Directors
has determined to limit our operations until such time as sufficient funds that can support our operations have been identified.

 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.

 While
we are incorporated in the State of Nevada, currently a majority of our directors and executive officers are not residents of the United
States. The majority of our assets are located outside the United States. Therefore, it may be difficult for an investor, or any other
person or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against
us or any of these persons in a U.S. or foreign court, or to effect service of process upon these persons in the United States. Additionally,
it may be difficult for an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted
in foreign countries. Foreign courts may refuse to hear a claim based on a violation of U.S. securities laws on the grounds that foreign
countries are not necessary the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim,
it may determine that foreign law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable
U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed
by foreign countries' law'. There is little binding case law in foreign countries addressing the matters described above.

 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.

 Our estimates
of the size and future growth in the market for our intended devices under development, including the number of people who may benefit
from and be amenable to using our devices for diagnosis, is based on a number of internal and third-party studies, reports and estimates.
In addition, our internal estimates are based in large part on current diagnostic patterns by healthcare providers using current generation
technology, and our belief is that the incidence of misdiagnosed skin pressure injuries and ear infections in children in the United States
and worldwide is increasing. While we believe these factors have historically provided and may continue to provide us with effective tools
in estimating the total market for our intended products under development, these estimates may not be correct, and the conditions supporting
our estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. The actual incidence of these
phenomenon, and the actual demand for our products or competitive products, could differ materially from our projections if our assumptions
are incorrect. As a result, our estimates of the size and future growth in the market for our intended products may prove to be incorrect,
it may impair our projected sales growth and have an adverse impact on our business.

 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 Nobiotics.

 The technology
underlying PressureSafe and Nobiotics may contain undetected errors or defects. Disruptions or other performance problems
with devices may delay development, prevent regulatory clearance or harm our reputation. If that occurs, we may incur significant costs,
the attention of our key personnel could be diverted, or other significant customer relations problems may arise. We may also be subject
to warranty and liability claims for damages related to errors or defects in the PressureSafe and Nobiotics devices or future
versions thereof. A material liability claims or other occurrence that harms our reputation or decreases market acceptance of our planned
products could harm our business and operating results. This risk exists even if a device is available for commercial sale and manufactured.

 Any
product candidates 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.

 Before
we can market a new medical device, such as our proposed products, we must first receive clearance under Section 510(k) of the FDA. In
the 510(k) clearance process, before a device may be marketed in the US, the FDA must determine that such proposed device is "substantially
equivalent" to a legally-marketed "predicate" device, which includes a device that has been previously cleared through
the 510(k) process, a device that was legally marketed prior to May 28, 1976 (pre-amendments device), a device that was originally on
the U.S. market pursuant to an approved pre-market approval ("PMA") and later down-classified, or a 510(k)-exempt device.
To be "substantially equivalent," the proposed device must have the same intended use as the predicate device and either
have the same technological characteristics as the predicate device or have different technological characteristics and not raise different
questions of safety or effectiveness than the predicate device.

 The
510(k) clearance process can be expensive, lengthy and uncertain. The FDA's 510(k) clearance process usually takes from three to
12 months but can last longer. Despite the time, effort and cost, a device may not be cleared by the FDA. Any delay or failure to obtain
necessary regulatory clearances could harm our business, including our ability to commercialize our product and our shareholders could
lose their entire investment. Furthermore, even if we are granted the required regulatory clearances, such clearances may be subject
to significant limitations on the indicated uses for the device, which may limit the market for our product.

 As noted, our regulatory approval
plan is to obtain 510(K) clearance; however, no assurance can be granted that we will so succeed. If the 510(k) clearance is not granted
to us, the device testing, clinical trials, manufacturing, labeling, storage, record-keeping, advertising, promotion, import, export,
marketing and distribution of our product candidates are subject to extensive regulation by the FDA in the United States and by comparable
health authorities in foreign markets.

 Despite
the time and expense invested in clinical trials of product candidates, commercial sale approval from applicable regulatory authority
is never guaranteed.

 FDA
or and other regulatory agency can delay, limit or deny approval of a product candidate for many reasons, including:

 the
 FDA or other foreign regulatory authority as applicable may disagree with the design or implementation of our clinical trials;

 we
 may be unable to demonstrate to the satisfaction of the FDA that a product candidate is safe and effective for any indication;

 the
 FDA may not accept the clinical data from trials which are conducted by individual investigators in countries where the standard
 of care is potentially different from the United States;

 the
 results of clinical trials may not meet the level of statistical significance required by the FDA for clearance;

 the
 FDA may disagree with our interpretation of data from the bench testing or clinical trials;

 the
 FDA may fail to approve the manufacturing processes or facilities of third-party manufacturers with which we or our collaborators
 contract for clinical and commercial supplies; or

 the
 approval policies or regulations of the FDA may significantly be changed in a manner rendering our clinical data insufficient for
 approval.

 In
addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take
other actions, which may prevent or delay approval or clearance of our products or impact our ability to modify our products after clearance
on a timely basis. Such policy or regulatory changes could impose additional requirements upon us that could delay our ability to obtain
clearance for our devices, increase the costs of compliance or restrict our ability to maintain products after clearance. For example,
as part of the Food and Drug Administration Safety and Innovation Act, or FDASIA, enacted in 2012, Congress reauthorized the Medical
Device User Fee Amendments with various FDA performance goal commitments and enacted several "Medical Device Regulatory Improvements"
and miscellaneous reforms, which are further intended to clarify and improve medical device regulation both pre- and post-clearance.
Some of these proposals and reforms could impose additional regulatory requirements upon us that could delay our ability to obtain new
clearance, increase the costs of compliance or restrict our ability to maintain any commercial sale approval we are able to obtain.

 With
respect to foreign markets, approval procedures vary among countries and can involve additional product testing and administrative review
periods. Any delay in obtaining, or an inability to obtain, applicable regulatory approvals would prevent us from commercializing our
product candidates.

 Significant
disruptions of information technology systems or security breaches could adversely affect our business.

 We
are increasingly dependent upon information technology systems, infrastructure and data to operate our business. In the ordinary course
of business, we collect, store and transmit large amounts of confidential information (including, among other things, trade secrets or
other intellectual property, proprietary business information and personal information). It is critical that we do so in a secure manner
to maintain the confidentiality and integrity of such confidential information. We also have outsourced elements of our operations to
third parties, and as a result we manage a number of third-party vendors who may or could have access to our confidential information.
The size and complexity of our information technology systems, and those of third-party vendors with whom we contract, and the large
amounts of confidential information stored on those systems, make such systems vulnerable to service interruptions or to security breaches
from inadvertent or intentional actions by our employees, third-party vendors and/or business partners, or to cyber-attacks by malicious
third parties. Cyber-attacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult
to detect. Cyber-attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and
other means to affect service reliability and threaten the confidentiality, integrity and availability of information.

 Significant
disruptions of our information technology systems, or those of our third-party vendors or business partners, or security breaches could
adversely affect our business operations and/or result in the loss, misappropriation and/or unauthorized access, use or disclosure of,
or the prevention of access to, confidential information, including, among other things, trade secrets or other intellectual property,
proprietary business information and personal information, and could result in financial, legal, business and reputational harm to us.
For example, any such event that leads to unauthorized access, use or disclosure of personal information, including personal information
regarding our patients or employees, could harm our reputation, require us to comply with federal and/or state breach notification laws
and foreign law equivalents, and otherwise subject us to liability under laws and regulations that protect the privacy and security of
personal information, including the imposition of significant fines, penalties, or other liability for any noncompliance with certain
privacy and data security laws. Security breaches and other inappropriate access can be difficult to detect, and any delay in identifying
them may lead to increased harm of the type described above. While we have implemented security measures to protect our information technology
systems and infrastructure, there can be no assurance that such measures will prevent service interruptions or security breaches that
could adversely affect our business. In addition, our liability insurance may not be sufficient in type or amount to cover us against
costs of or claims related to security breaches, cyber-attacks and other related breaches. A cybersecurity breach could adversely affect
our reputation and could result in other negative consequences, including disruption of our internal operations, increased cybersecurity
protection costs, lost revenue, or litigation. See "Item C1. Cybersecurity" for additional information.

 We
may be subject to numerous and varying privacy and security laws, and our failure to comply could result in penalties and reputational
damage.

 We
are subject to laws and regulations covering data privacy and the protection of personal information, including health information. The
legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy
and data protection issues which may affect our business. In the U.S., numerous federal and state laws and regulations, including state
security breach notification laws, state health information privacy laws, and federal and state consumer protection laws, govern the
collection, use, disclosure, and protection of personal information. Each of these laws is subject to varying interpretations by courts
and government agencies, creating complex compliance issues for us. If we fail to comply with applicable laws and regulations, we could
be subject to penalties or sanctions, including criminal penalties if we knowingly obtain or disclose individually identifiable health
information from a covered entity in a manner that is not authorized or permitted by the Health Insurance Portability and Accountability
Act of 1996 (HIPAA), as amended by the Health Information Technology for Economic and Clinical Health Act.

 Other
countries have, or are developing, laws governing the collection, use and transmission of personal information as well. The EU and other
jurisdictions have adopted data protection laws and regulations, which impose significant compliance obligations. In the EU, for example,
effective May 25, 2018, the General Data Protection Regulation (GDPR) replaced the prior EU Data Protection Directive (95/46) that governed
the processing of personal data in the European Union. The GDPR imposes significant obligations on controllers and processors of personal
data, including, as compared to the prior directive, higher standards for obtaining consent from individuals to process their personal
data, more robust notification requirements to individuals about the processing of their personal data, a strengthened individual data
rights regime, mandatory data breach notifications, limitations on the retention of personal data and increased requirements pertaining
to health data, and strict rules and restrictions on the transfer of personal data outside of the EU, including to the U.S. The GDPR also
imposes additional obligations on, and required contractual provisions to be included in, contracts between companies subject to the GDPR
and their third-party processors that relate to the processing of personal data. The GDPR allows EU member states to make additional laws
and regulations further limiting the processing of genetic, biometric or health data.

 Any failure
to comply with the requirements of GDPR and applicable national data protection laws of EU member states could lead to regulatory enforcement
actions and significant administrative and/or financial penalties against us (including fines of up to 20,000,000 or up to 4% of
the total worldwide annual turnover of the preceding financial year, whichever is higher), and could adversely affect our business, financial
condition, cash flows and results of operations.

 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.

 In the
US, we and our future contract manufacturers are required to comply with the FDA's QSR requirements which cover the methods and
documentation of the design, testing, production, quality control, labeling, packaging, storage shipping and distribution of our products.
In other foreign countries International Organization for Standardization (ISO) 13485 standard is used to show compliance with the design
and manufacturing requirements. We and our suppliers are also subject to the regulations of foreign jurisdictions regarding the manufacturing
process if we or our distributors market our products abroad. We continue to monitor our quality management in order to improve our overall
level of compliance. Our facilities will be subject to periodic and unannounced inspection by U.S. and other foreign regulatory agencies
as applicable to audit compliance with the regulations. If our facilities or those of our suppliers are found to be in violation of applicable
laws and regulations, or if we or our suppliers fail to take satisfactory corrective action in response to an adverse inspection, the
regulatory authority could take enforcement action, including any of the following sanctions:

 untitled
 letters, warning letters, fines, injunctions, consent decrees and civil penalties;

 customer
 notifications or repair, replacement or refunds;

 operating
 restrictions or partial suspension or total shutdown of production;

 recalls,
 withdrawals, or administrative detention or seizure of our products;

 refusing
 or delaying requests for 510(k) marketing clearance applications relating to new products or modified products;

 withdrawing
 the product from the market;

 refusing
 to provide Certificates for Foreign Government;

 refusing
 to grant export approval for our products; or

 pursuing
 criminal prosecution.

 Any of
these sanctions could impair our ability to produce PressureSafe or Nobiotics in a cost-effective and timely manner in order
to meet our customers' demands and could have a material adverse effect on our reputation, business, results of operations and financial
condition. We may also be required to bear other costs or take other actions that may have a negative impact on our future sales and our
ability to generate profits.

 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.

 We
do not have the ability to conduct all aspects of our clinical trials ourselves. We intend to use Contract Research Organizations (CROs)
to conduct clinical trials that we may be required to conduct and will rely upon medical institutions, clinical investigators and CRO's
and consultants to conduct these trials in accordance with our clinical protocols. Our future CROs, investigators and other third parties
play a significant role in the conduct of these trials and the subsequent collection and analysis of data from the clinical trials.

 There
is no guarantee that any CROs, investigators and other third parties upon which we rely for administration and conduct of clinical trials
will devote adequate time and resources to such trials or perform as contractually required. If any of these third parties fail to meet
expected deadlines, fail to adhere to our clinical protocols or otherwise perform in a substandard manner, our clinical trials may be
extended, delayed or terminated. If any of these clinical trial sites terminate for any reason, we may experience the loss of follow-up
information on patients enrolled in our ongoing clinical trials unless we are able to transfer the care of those patients to another
qualified clinical trial site. In addition, principal investigators for any clinical trials we conduct may serve as scientific advisors
or consultants to us from time to time and receive cash or equity compensation in connection with such services. If these relationships
and any related compensation result in perceived or actual conflicts of interest, the integrity of the data generated at the applicable
clinical trial site may be jeopardized.

 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.

 We
operate in highly competitive segments of the medical device markets. We face competition from many different sources, including commercial
medical device enterprises, academic institutions, government agencies and private and public research institutions. Our product candidates,
if successfully developed and approved, will compete with established methods, as well as new diagnostic technologies that may be introduced
by our competitors. Our competitors may have significantly greater financial, product development, manufacturing and marketing resources
than us. Large medical device companies have extensive experience in clinical testing and obtaining regulatory approval for medical devices.
We also may compete with these organizations to recruit management, scientists and clinical development personnel. Smaller or early-stage
companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.
New developments, including the development of other medical device technologies and methods of pressure injuries and ear infections
diagnostics, may occur in the medical device industries at a rapid pace. Developments by competitors may render our product candidates
obsolete or non-competitive. We will also face competition from these third parties in recruiting and retaining qualified personnel,
establishing clinical trial sites and patient registration for clinical trials and in identifying and in-licensing new product candidates.

 If
we or our U.S. Distributor 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.

 In
October 2022, we entered into a distribution agreement covering the U.S. pursuant to which, among other things, the distributor is
to assist us in setting up a distribution network in the U.S. The establishment and development of a sales force, either by us or
jointly with distributor, or the establishment of a contract sales force to market any products we may develop will be expensive and
time-consuming and could delay any product launch. If we, or our development partners, are unable to establish sales and marketing
capability or any other non-technical capabilities necessary to commercialize any products we may successfully develop, we will need
to contract with third parties to market and sell such products. We may not be able to establish arrangements with third parties on
acceptable terms, if at all.

 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.

 We
believe that the success of our product candidates will depend in part on our ability to develop a strong brand identity for our company
and products, and to increase the market awareness of our product and their capabilities, once these products are commercially launched.
The successful promotion of our brand will depend largely on our continued marketing efforts and our ability to offer high quality AI
capabilities with our products and ensure that our technology provides the expected benefits. Our brand promotion and thought leadership
activities may not be successful or produce revenue. In addition, independent industry analysts may provide reviews of our products and
of competing products and services, which may significantly influence the perception of our products in the marketplace. If these reviews
are negative or not as positive as reviews of our competitors' products and services, then our brand may be harmed.

 The
promotion of our brand also requires us to make substantial expenditures, and we anticipate that these expenditures will increase as
our industry becomes more competitive and as we seek to expand into new markets. These higher expenditures may not result in any increased
revenue or in revenue that is sufficient to offset the higher expense levels. If we do not successfully maintain and enhance our brand,
then our business may not grow, we may see our pricing power reduced relative to competitors and we may lose customers, all of which
would adversely affect our business, results of operations and financial condition.

to manage our growth effectively could increase our expenses, decrease our revenue and prevent us from implementing our business strategy.

 We
expect that our ability to generate revenues and achieve profitability will require substantial growth in our business, which will put
a strain on our management and financial resources. To manage this and our anticipated future growth effectively, including as we expand
into new clinical areas and geographic regions, we must continue to maintain and enhance our information technology infrastructure, as
well as our financial and accounting systems and controls. We also must attract, train and retain a significant number of qualified software
and hardware developers and engineers, technical and management personnel, sales and marketing personnel and customer and channel partner
support personnel. Failure to effectively manage our rapid growth could lead us to over-invest or under-invest in development and operations,
result in weaknesses in our systems or controls, give rise to operational mistakes, losses, loss of productivity or business opportunities
and result in loss of employees and reduced productivity of remaining employees. Our growth could require significant capital expenditures
and might divert financial resources from other projects such as the development of new products and services. If our management is unable
to effectively manage our growth, our expenses might increase more than expected, our revenue could decline or grow more slowly than
expected, and we might be unable to implement our business strategy. The quality of our products and services might suffer, which could
negatively affect our reputation and harm our ability to retain and attract channel partners or customers.

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.

 We
plan to derive nearly all of our revenue from sales, initially, of our PressureSafe device under development, if approved for
commercial sale, in the United States and potentially in selected international geographies, and expect to do so for the next several
years. We anticipate a substantial portion of the purchase price of our product and disposables will be paid for by third-party payors,
including private insurance companies, preferred provider organizations and other managed care providers. Patients who receive services
for their medical conditions and their healthcare providers generally rely on third-party payors to reimburse all or part of the costs
associated with their medical treatment and diagnosis, including healthcare providers' services. Coverage and adequate reimbursement
from third-party payors, including governmental healthcare programs, such as Medicare and Medicaid, and commercial payors, is critical
to new product acceptance. Future sales of our PressureSafe device initially will be limited unless healthcare providers can rely
on third-party payors to pay for all or part of the cost to purchase/lease our devices and then pay for the disposable components. Access
to adequate coverage and reimbursement by third-party payors is essential to the market acceptance of our products.

 In
the United States, a third-party payor's decision to provide coverage for our products does not imply that an adequate reimbursement
rate will be obtained. Further, one third-party payor's decision to cover our products does not assure that other payors will also
provide coverage for the products or will provide coverage at an adequate reimbursement rate. Healthcare providers may choose not to
order a product and/or disposables unless third-party payors pay a substantial portion of the product and disposables. Within and outside
the United States, reimbursement is obtained from a variety of sources, including government-sponsored and private health insurance plans.
These third-party payors determine whether to provide coverage and reimbursement for specific products and procedures. Coverage determinations
and reimbursement levels of our products are critical to the commercial success of our product, and if we are not able to secure positive
coverage determinations and reimbursement levels for our products, our business would be materially adversely affected.

 In
addition, there may be significant delays in obtaining reimbursement, and coverage may be more limited than the purposes for which the
product received commercial sale approval from the FDA or other foreign regulatory authorities. Moreover, eligibility for reimbursement
does not imply that any product will be paid for in all cases or at a rate that covers our costs, including research, development, manufacture,
sale and distribution. Payment rates may vary according to the use of the product and the clinical setting in which it is used, may be
based on payments allowed for lower cost products that are already reimbursed, and may be incorporated into existing payments for other
services. Net prices for products may be reduced by mandatory discounts or rebates required by government healthcare programs or third-party
payors and by any future relaxation of laws that presently restrict imports of products from countries where they may be sold at lower
prices than in the United States.

 Third-party
payors, whether foreign or domestic, governmental or commercial, are developing increasingly sophisticated methods of controlling
healthcare costs. In addition, in the United States, no uniform policy of coverage and reimbursement for medical device products and
services exists among third-party payors. Therefore, coverage and reimbursement for medical device products and services can differ significantly
from payor to payor. In addition, payors continually review new technologies for possible coverage and can, without notice, deny coverage
for these new products and procedures. As a result, the coverage determination process is often a time-consuming and costly process that
will require us to provide scientific and clinical support for the use of our products to each payor separately, with no assurance that
coverage and adequate reimbursement will be obtained or maintained if obtained.

 Reimbursement
systems in international markets vary significantly by country and by region within some countries, and reimbursement approvals must
be obtained on a country-by-country basis. In many international markets, a product must be approved for reimbursement before it can
be approved for sale in that country. Further, many international markets have government-managed healthcare systems that control reimbursement
for new devices and procedures. In most markets there are private insurance systems as well as government-managed systems. If sufficient
coverage and reimbursement is not available for any product we develop, in either the United States or internationally, the demand for
our products and our revenues will be adversely affected.

 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.

 As
stated above, on February 22, 2024, as a result of financial difficulties, we notified seven of our 10 employees of the termination
of their employment. We will need to expand and effectively manage our managerial, operational, financial and other resources in order
to successfully pursue our product development and commercialization efforts. As a company with a limited number of personnel, we are
highly dependent on the development, regulatory, commercial and financial expertise of the members of our senior management. The loss
of such individuals or the services of any of our other senior management could delay or prevent the further development and potential
commercialization of our product candidates and, if we are not successful in finding suitable replacements, could harm our business.
Our success also depends on our continued ability to attract, retain and motivate highly qualified management and scientific personnel
and we may not be able to do so in the future due to the intense competition for qualified personnel among biotechnology, medical device
and high-technology and companies, as well as universities and research organizations. If we are not able to attract and retain the necessary
personnel, we may experience significant impediments to our ability to implement our business strategy.

 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.

 From
time to time, we may consider opportunities to acquire other products or technologies that may enhance our products, platform or technology,
expand the breadth of our markets or customer base, or advance our business strategies. Potential acquisitions involve numerous risks,
including:

 problems
assimilating the acquired products or technologies;

 issues
maintaining uniform standards, procedures, controls and policies;

 unanticipated
 costs associated with acquisitions;

 diversion
of management's attention from our existing business;

 risks
associated with entering new markets in which we have limited or no experience; and

 increased
legal and accounting costs relating to the acquisitions or compliance with regulatory matters.

 We
have no current commitments with respect to any acquisition. We do not know if we will be able to identify suitable acquisitions, whether
we will be able to successfully complete any such acquisitions on favorable terms or at all, or whether we will be able to successfully
integrate any acquired products or technologies. Our potential inability to integrate any acquired products or technologies effectively
may adversely affect our business, operating results and financial condition.

 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
rely on a combination of patent and trademark laws in the United States and other countries, trade secret protection, confidentiality
agreements and other contractual arrangements with our employees, consultants and others to maintain our competitive position. In particular,
our success depends, in part, on our ability to maintain patent protection for our products, technologies and inventions, maintain the
confidentiality of our trade secrets and know-how, operate without infringing upon the proprietary rights of others and prevent others
from infringing upon our proprietary rights. Despite our efforts to protect our proprietary rights, it is possible that competitors or
other unauthorized third parties may obtain, copy, use or disclose our technologies, inventions, processes or improvements. Moreover,
other parties may independently develop similar or competing technology, methods, know-how or design around any patents that may be issued
to or held by us. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider
proprietary. We cannot assure you that our existing or any future patents or other intellectual property rights will not be challenged,
invalidated or circumvented, or will otherwise provide us with meaningful protection. If our patents and other intellectual property
do not adequately protect our technology, our competitors may be able to offer products similar to ours. Our competitors may also be
able to develop similar technology independently or design around any patent(s) granted to us, and we may not be able to detect the unauthorized
use of our proprietary technology or take appropriate steps to prevent such use.

 Any
such activities by our competitors that circumvent our intellectual property protection could subvert our competitive advantage and have
an adverse effect on our results of operations.

 Furthermore,
filing, prosecuting, maintaining and defending patents on our solutions in all countries throughout the world would be prohibitively
expensive, and our intellectual property rights in some countries outside the United States are less extensive than those in the United
States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and
state laws in the United States. Also, it may not be possible to effectively enforce intellectual property rights in some foreign countries
at all or to the same extent as in the United States and other countries. Consequently, we may be unable to prevent third parties from
using our inventions in all countries, or from selling or importing products made using our inventions in the jurisdictions in which
we do not have (or are unable to effectively enforce) patent protection. Competitors may use our technologies in jurisdictions where
we have not obtained patent protection to develop, market or otherwise commercialize their own products, and we may be unable to prevent
those competitors from importing those infringing products into territories where we have patent protection, but enforcement is not as
strong as in the United States.

 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.

 There
is often litigation between competing companies relying on their respective technologies based on allegations of infringement or other
violations of intellectual property rights. Our future success depends, in part, on not infringing the intellectual property rights of
others. We may be unaware of the intellectual property rights of others that may cover some or all of our technology. Any such claims
or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial
damages or ongoing royalty payments, prevent us from offering some portion of our products, or require that we comply with other unfavorable
terms. We may also be obligated to indemnify our customers or channel partners in connection with any such litigation and to obtain licenses
or modify our products, which could further exhaust our resources. Patent infringement, trademark infringement, trade secret misappropriation
and other intellectual property claims and proceedings brought against us, whether successful or not, could harm our brand, business,
results of operations and financial condition. Litigation is inherently uncertain, and any judgment or injunctive relief entered against
us, or any adverse settlement could negatively affect our business, results of operations and financial condition. In addition, litigation
can involve significant management time and attention and be expensive, regardless of the outcome. During the course of litigation, there
may be announcements of the results of hearings and motions and other interim developments related to the litigation. If securities analysts
or investors regard these announcements as negative, the trading price of our ordinary shares may decline.

 We
may become involved in lawsuits to protect or enforce our patents, which could be expensive, time-consuming and ultimately
unsuccessful.

 If
we attempt enforcement of our patents or other intellectual property rights, we may be subject or party to claims, negotiations or complex,
protracted litigation. These claims and any resulting lawsuits, if resolved adversely to us, could subject us to significant liability
for damages, impose temporary or permanent injunctions against our solutions or business operations, or invalidate or render unenforceable
our intellectual property.

 Intellectual
property disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention
and energies of management and key technical personnel, and by increasing our costs of doing business. Such litigation, regardless of
its success, could seriously harm our reputation with our channel partners, business partners and patients and in the industry at large.
Some of our competitors may be able to sustain the costs of complex patent or intellectual property litigation more effectively than
we can because they have substantially greater resources. Any of the foregoing could adversely affect our operating results.

 Risks
Relating to Our Israel Operations

 Our
technology development personnel headquartered in Israel and, therefore, our results may be adversely affected by economic restrictions imposed
on, and political and military instability in, Israel.

 Our
technology development headquarters, which houses substantially all of our research and development team, including engineers, machinists,
researchers, and clinical and regulatory personnel as well as the facility of our contract manufacturer and final assembly are located
in Israel. Our employees, service providers, directors and officers are residents of Israel. Accordingly, political, economic and military
conditions in Israel and the surrounding region may directly affect our business. Any hostilities involving Israel or the interruption
or curtailment of trade within Israel or between Israel and its trading partners could materially and adversely affect our business,
financial condition and results of operations and could make it more difficult for us to raise capital. Although we plan to maintain
inventory in the United States and Germany, an extended interruption could materially and adversely affect our business, financial condition
and results of operations.

 In
October 2023, Hamas terrorists infiltrated Israel's southern border from the Gaza Strip and conducted a series of attacks on civilian
and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel's
border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping
of civilians and soldiers. Following the attack, Israel's security cabinet declared war against Hamas, and a military campaign against
these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

 The
intensity and duration of Israel's current war against Hamas is difficult to predict, as are such war's economic implications
on the Company's business and operations and on Israel's economy in general. These events may be intertwined with wider macroeconomic
indications of a deterioration of Israel's economic standing, which may have a material adverse effect on the Company and its ability
to effectively conduct some of its operations.

 Our
commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Following the attack
by Hamas on Israel's southern border, Hezbollah in Lebanon has also launched missile, rocket and shooting attacks against Israeli
military sites, troops, and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out a number
of targeted strikes on sites belonging to Hezbollah in southern Lebanon. It is possible that other terrorist organizations, including
Palestinian military organizations in the West Bank, as well as other hostile countries, such as Iran, will join the hostilities. Such
hostilities may include terror and missile attacks. Any hostilities involving Israel or the interruption or curtailment of trade between
Israel and its trading partners could adversely affect our operations and results of operations. Any armed conflicts, terrorist activities
or political instability in the region could materially and adversely affect our business, financial condition and results of operations.

 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.

 Many
Israeli citizens are obligated to perform one month, and in some cases more, of annual military reserve duty until they reach the age
of 45 (or older, for reservists with certain occupations) and may be called to active duty. In connection with the Israeli security cabinet's
declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists
were drafted to perform immediate military service. One of our employees and consultants (and their spouses or partners) in Israel have
been called, and additional employees (or their spouses or partners) may be called, for service in the current or future wars or other
armed conflicts with Hamas, and such persons may be absent for an extended period of time. As a result, our operations in Israel may
be disrupted by such absences, which disruption may materially and adversely affect our business, prospects, financial condition and
results of operations.

 Our
sales may be adversely affected by boycotts of Israel.

 Several
countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries may impose
restrictions on doing business with Israel and Israeli companies whether as a result of hostilities in the region or otherwise, and specifically
following the Israel- Hamas war. In addition, there have been increased efforts by activists to cause companies and consumers to boycott
Israeli goods based on Israeli government policies. Such actions, particularly if they become more widespread, may adversely impact our
ability to sell our products.

 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.

 Our subsidiary, IR. Med Ltd.,
received a total of $509,000 from the Israel Innovation Authority (IIA). We may in the future apply to receive additional grants from
the IIA to support our research and development activities. With respect to such grants, we are committed to pay royalties at a rate of
3.0% to 3.5% on sales proceeds up to the total amount of grants received, linked to the U.S. dollar and bearing interest at an annual
rate of LIBOR applicable to dollar deposits. Until October 25, 2023, the interest was calculated at a rate based on 12-month LIBOR applicable
to U.S. Dollar deposits. However, on October 25, 2023, the IIA published a directive concerning changes in royalties to address the expiration
of the LIBOR. Under such directive, regarding IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter,
as of January 1, 2024 the annual interest is calculated at a rate based on 12-month SOFR, or at an alternative rate published by the Bank
of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024, the annual interest shall be the higher of (i) the
12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%. Even after payment in full of these amounts, we will
still be required to comply with the requirements of the Israeli Encouragement of Industrial Research, Development and Technological Innovation
Law, 1984, or the R&D Law, and related regulations, with respect to those past grants. When a company develops know-how, technology
or products using IIA grants, the terms of these grants and the R&D Law restrict the transfer outside of Israel of such know-how,
and of the manufacturing or manufacturing rights of such products, technologies or know-how, without the prior approval of the IIA. Therefore,
if aspects of our technologies are deemed to have been developed with IIA funding, the discretionary approval of an IIA committee would
be required for any transfer to third parties outside of Israel of know-how or manufacturing or manufacturing rights related to those
aspects of such technologies. Furthermore, the IIA may impose certain conditions on any arrangement under which it permits us to transfer
technology or development out of Israel or may not grant such approvals at all.

 Furthermore,
the consideration available to our shareholders in a future transaction involving the transfer outside of Israel of technology or know-how
developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the
IIA. Any such mergers require IIA approval to avoid penalties.

 In
addition to the above, any non-Israeli citizen, resident or entity that, among other things, (i) becomes a holder of 5% or more of our
share capital or voting rights, (ii) is entitled to appoint one or more of our directors or our chief executive officer or (iii) serves
as one of our directors or as our chief executive officer (including holders of 25% or more of the voting power, equity or the right
to nominate directors in such direct holder, if applicable) is required to notify the IIA and undertake to comply with the rules and
regulations applicable to the grant programs of the IIA, including the restrictions on transfer described above. Such notification will
be required in connection with the investment being made by an investor.

 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.

 There
is not now, nor has there been since our inception, an orderly and liquid market for shares of our common stock, and an active trading
market for our shares may never develop or be sustained after this offering. As a result, investors in our common stock must bear the
economic risk of holding those shares for an indefinite period of time. Our common stock is quoted on the OTCQB-tier of the OTC Markets,
an over-the-counter quotation system. An active market for our common stock may never develop or be sustained. If an active market for
our common stock does not develop, it may be difficult for you to sell the shares you purchase in this offering without depressing the
market price for the shares or at all. Further, an inactive market may also impair our ability to raise capital by selling additional
equity in the future and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares
of our common stock as consideration.

 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.

 Currently,
our directors, executive officers, principal stockholders and affiliated entities beneficially own, in the aggregate, approximately 50%
of our outstanding voting securities. This concentration of ownership may have the effect of delaying or preventing a change in control
of our company that may be favored by other stockholders. This could prevent transactions in which stockholders might otherwise recover
a premium for their shares over current market prices. This concentration of ownership and influence in management and board decision-making
could also harm the price of our capital stock by, among other things, discouraging a potential acquirer from seeking to acquire shares
of our capital stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of our company.

 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.

 The
significant downward pressure on the price of our common stock caused by the sale of material amounts of common stock could encourage
short sales by third parties. Such an event could place further downward pressure on the price of our common stock.

 Our
common stock has been thinly traded and we cannot predict the extent to which an active trading market will develop.

 Our
common stock is traded on the OTCQB-tier of OTC Markets. Our common stock is thinly traded when compared to larger more widely known
companies. Thinly traded common stock can be more volatile than common stock trading in an active public market. We cannot predict the
extent to which an active public market for our common stock will develop or be sustained after this offering.

 Our
share price is expected to be volatile and may be influenced by numerous factors, some of which are beyond our control.

 Market
prices for shares of biotechnology and medical device companies such as ours are often volatile, and the quoted price of our common stock
is therefore likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are
beyond our control. In addition to the factors discussed in this "Risk Factors" section and elsewhere in this report, these
factors include:

 the
 product candidates we seek to pursue and our ability to obtain rights to develop, commercialize and market those candidates;

 our
 decision to initiate a clinical trial, not to initiate a clinical trial or to terminate an existing clinical trial;

 actual
 or anticipated adverse results or delays in our clinical trials;

 our
 failure to commercialize our product candidates, if approved;

 unanticipated
 serious safety concerns related to the use of any of our product candidates;

 adverse
 regulatory decisions;

 additions
 or departures of key scientific or management personnel;

 changes
 in laws or regulations applicable to our product candidates, including without limitation clinical trial requirements for approvals;

 disputes
 or other developments relating to patents and other proprietary rights and our ability to obtain patent protection for our product
 candidates;

 actual
 or anticipated variations in quarterly operating results;

 failure
 to meet or exceed the estimates and projections of the investment community;

 overall
 performance of the equity markets and other factors that may be unrelated to our operating performance or the operating performance
 of our competitors, including changes in market valuations of similar companies;

 conditions
 or trends in the biotechnology and medical device industries;

 introduction
 of new products offered by us or our competitors;

 announcements
 of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

 our
 ability to maintain an adequate rate of growth and manage such growth;

 issuances
 of debt or equity securities;

 sales
 of our common stock by us or our stockholders in the future, or the perception that such sales could occur;

 trading
 volume of our common stock;

 ineffectiveness
 of our internal control over financial reporting or disclosure controls and procedures;

 general
 political and economic conditions;

 effects
 of natural or man-made catastrophic events; and

 other
 events or factors, many of which are beyond our control.

 In
addition, the stock market in general, and the stocks of small-cap biotechnology and medical device companies in particular, have experienced
extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.
Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance.
In addition, other biotechnology and medical device companies or our competitors' programs could have positive or negative results
that impact their stock prices, and their results or stock fluctuations could have a positive or negative impact on our stock price regardless
of whether such impact is direct or not. The realization of any of the above risks or any of a broad range of other risks, including
those described in these "Risk Factors," could have a dramatic and material adverse impact on the market price of our common
stock.

 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.

 Rule
15g-9 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, establishes the definition of a "penny stock,"
for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny stocks in accordance with the provisions of Rule
15g-9; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased, provided that any such purchase shall not be effected less than two business days after
the broker or dealer sends such written agreement to the investor.

 In
order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information,
investment experience and investment objectives of the person and (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be reasonably expected
to be capable of evaluating the risks of transactions in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) in
highlight form, confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally,
brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

 Disclosure
also must be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks. As a result, it may
be more difficult to execute trades of our common stock which may have an adverse effect on the liquidity of our common stock and your
investment.

 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.

 Any
trading market for our common stock that may develop will depend in part on the research and reports that securities or industry analysts
publish about us or our business, markets or competitors. Securities and industry analysts do not currently, and may never, publish research
on us or our business. If no securities or industry analysts commence coverage of our company, the trading price for our stock would
be negatively affected. If securities or industry analysts initiate coverage, and one or more of those analysts downgrade our stock or
publish inaccurate or unfavorable research about our business or our market, our stock price would likely decline. If one or more of
these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might
cause our stock price and any trading volume to 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.

 As a
result of the Acquisition, we are responsible for any liabilities incurred by IR. Med Ltd. IR. Med Ltd. may have material liabilities
that have not been discovered or asserted. We could experience losses as a result of any such undisclosed liabilities that are discovered
in the future, which could materially harm our business and financial condition. As a result, our current and future stockholders will
bear some, or all, of the risks relating to any such unknown or undisclosed liabilities, if any.

 We
are exposed to additional risks as a result of "going public" by means of a reverse acquisition transaction.

 We are
exposed to additional risks because the business of IR. Med Ltd. has become a public company through a "reverse acquisition"
transaction, or theAcquisition. There has been increased focus in recent years by government agencies on transactions such as the Acquisition,
and we may be subject to increased scrutiny by the SEC or other government agencies and holders of our securities as a result of the completion
of that transaction. Further, as a result of our existence as a "shell company" under applicable rules of the SEC prior to
the closing of the Acquisition, we are subject to certain restrictions and limitations for certain specified periods of time relating
to potential future issuances of our securities and compliance with applicable SEC rules and regulations. Additionally, our "going
public" by means of a reverse acquisition transaction may make it more difficult for us to obtain coverage from securities analysts
of major brokerage firms following the Acquisition because there may be little incentive to those brokerage firms to recommend the purchase
of our common stock. Further, investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might
if we became a public reporting company by means of an initial public offering (IPO), because they may be less familiar with our company
as a result of more limited coverage by analysts and the media, and because we became public at an early stage in our development. The
failure to receive research coverage or support in the market for our shares will have an adverse effect on our ability to develop a liquid
market for our common stock. The occurrence of any such event could cause our business or stock price to suffer.

 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.

 We
are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes- Oxley Act, subject to certain
exceptions. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal
controls and to obtain attestations of the effectiveness of internal controls by independent auditors. As a private company, IR-Med Operations
was not subject to requirements to establish, and did not establish, internal control over financial reporting and disclosure controls
and procedures prior to the Acquisition. Our management team and Board of Directors will need to devote significant efforts to maintaining
adequate and effective disclosure controls and procedures and internal control over financial reporting in order to comply with applicable
regulations, which may include hiring additional legal, financial reporting and other finance and accounting staff. Additionally, any
of our efforts to improve our internal controls and design, implement and maintain an adequate system of disclosure controls may not
be successful and will require that we expend significant cash and other resources.

 Ensuring
that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements
on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Our failure to maintain the effectiveness
of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on the tradability
of our common stock, which in turn would negatively impact our business. We could lose investor confidence in the accuracy and completeness
of our financial reports, which could have an adverse effect on the price of our common stock. In addition, if our efforts to comply
with new or changed laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities
related to practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed.

 If
material weaknesses or deficiencies in our internal controls exist and go undetected or unremedied, our financial statements could contain
material misstatements that, when discovered in the future, could cause us to fail to meet our future reporting obligations and cause
the price of our common stock to decline.

 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."

 We
were previously deemed a "shell company" under applicable SEC rules and regulations, prior to the reverse merger transaction
in which we became a public company, because we had no or nominal operations and either no or nominal assets, assets consisting solely
of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. Pursuant to Rule
144 of the Securities Act, sales of the securities of a former shell company, such as us, are not permitted unless at the time of a proposed
sale, (i) we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and (ii) we have filed all reports
and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other
than current reports on Form 8-K. Additionally, our previous status as a shell company could also limit our use of our securities to
pay for any acquisitions we may seek to pursue in the future. The lack of liquidity of our securities as a result of the inability to
sell under Rule 144 for a longer period of time than a non-former shell company could cause the market price of our securities to decline.
Additionally, our previous status as a shell company could also limit our use of our securities to pay for any acquisitions we may seek
to pursue in the future (although none are currently planned). The lack of liquidity of our securities as a result of the inability to
sell under Rule 144 for a longer period of time than a non-former shell company could cause the market price of our securities to decline.

 If
we issue additional shares of our capital stock in the future, our existing stockholders will be diluted.

 Our Amended
and Restated Articles of Incorporation authorizes the issuance of up to 250,000,000 shares of our common stock. Possible business and
financial uses for our authorized capital stock include, without limitation, equity financing, such as future stock splits, acquiring
other companies, businesses or products in exchange for shares of our capital stock, issuing shares of our capital stock to partners or
other collaborators in connection with strategic alliances, attracting and retaining employees by the issuance of additional securities
under our equity compensation plan, or other transactions and corporate purposes that our Board of Directors deems are in the interests
of our company. Additionally, issuances of shares of our capital stock could have the effect of delaying or preventing changes in control
or our management. Any future issuances of shares of our capital stock may not be made on favorable terms or at all; they may have rights,
preferences and privileges that are superior to those of our common stock and may have an adverse effect on our business or the trading
price of our common stock. The issuance of any additional shares of our common stock will reduce the book value per share and may contribute
to a reduction in the market price of the outstanding shares of our common stock.

 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.

 If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the
trading price of our common stock could decline. As of the date of this report, a total of 69,931,056 shares of our common stock are outstanding.
Of those shares, approximately 20,442,611 are currently freely tradable, without restriction, in the public market, and 14,230,259 shares
are issuable upon exercise of warrants which are registered for resale under the Securities Act. Any sales of those shares or any perception
in the market that such sales may occur could cause the trading price of our common stock to decline.

 Anti-takeover
provisions in our organizational documents could delay or prevent a change of control.

 Provisions
of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws may have an anti-takeover effect and may delay,
defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might
consider to be in its interests, including attempts that might result in a premium over the market price for the shares held by our stockholders.

 These
provisions provide, among other things:

 a
 classified Board of Directors with staggered three-year terms;

 advance
 notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;

 certain
 limitations on convening special stockholder meetings and the prohibition of stockholder action by written consent; and

 directors
 may only be removed for cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power
 of all of the then-outstanding shares of our capital stock entitled to vote at an election of directors, voting together as a single
 class.

 These
anti-takeover provisions, including those noted above, could make it more difficult for a third party to acquire us, even if the third
party's offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability
to obtain a premium for their shares. See "Description of Securities."

 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.

 Article
XI of our Second Amended and Restated Articles of Incorporation provides that, to the fullest extent permitted by law, and unless we consent
to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive
forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action or proceeding asserting a claim of
breach of a fiduciary duty owed by any director or officer of the Company to the Company or the Company's shareholders, (c) any
action or proceeding asserting a claim against the Company arising pursuant to any provision of the Nevada Revised Statutes or the Company's
amended and restated articles of incorporation or Second Amended and Restated Bylaws (as either might be amended from time to time),
or (d) any action or proceeding asserting a claim against the Company governed by the internal affairs doctrine. This exclusive forum
provision is not applicable to any action brought under the Securities Act of 1933, as amended or The Securities Exchange Act of 1934,
as amended.

 We believe the choice-of-forum
provision in our Second and Restated Articles of Incorporation provide for the orderly, efficient, and cost-effective resolution of Nevada-law
issues affecting us by designating courts located in the State of Nevada (our state of incorporation) as the exclusive forum for cases
involving such issues. However, this provision may limit a shareholder's ability to bring a claim in a judicial forum that it believes
to be favorable for disputes with us or our directors, officers, employees or agents, which may discourage such actions against us and
our directors, officers, employees and agents. While there is no Nevada case law addressing the enforceability of this type of provision,
Nevada courts have on prior occasion found persuasive authority in Delaware case law in the absence of Nevada statutory or case law specifically
addressing an issue of corporate law. The Court of Chancery of the State of Delaware ruled in June 2013 that choice-of-forum provisions
of a type similar to those included in our Second Amended and Restated Articles of Incorporation are not facially invalid under corporate
law and constitute valid and enforceable contractual forum selection clauses. However, if a court were to find the choice-of-forum provision
in our Second Amended and Restated Articles of Incorporation prove inapplicable to, or unenforceable in respect of, one or more of the
specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions,
which could adversely affect our business, financial condition or results of operations.

 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.

 Our
Second Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws eliminate to the furthest extent permitted
under Nevada law the personal liability of our directors and officers to us, our stockholders and creditors for damages as a result of
any act or failure to act in his or her capacity as a director or officer. Furthermore, our Amended and Restated Articles of Incorporation,
our Amended and Restated Bylaws and individual indemnification agreements that we have entered with each of our directors and officers
provide that we are obligated to indemnify, subject to certain exceptions, each of our directors or officers to the fullest extent authorized
by Nevada law and, subject to certain conditions, to advance the expenses incurred by any director or officer in defending any action,
suit or proceeding prior to its final disposition. Those indemnification obligations could expose us to substantial expenditures to cover
the cost of settlement or damage awards against our directors or officers, which we may be unable to afford. Further, those provisions
and resulting costs may discourage us or our stockholders from bringing a lawsuit against any of our current or former directors or officers
for such damages, even if such actions might otherwise benefit our stockholders.

 We
do not intend to pay cash dividends on our capital stock in the foreseeable future.

 We
have never declared or paid any cash dividends on our common stock and do not anticipate paying any dividends in the foreseeable future.
We currently intend to retain all future earnings to fund the development of our products.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Our
Board of Directors and management recognize the critical importance of maintaining the trust and confidence of our customers, clients,
business partners and employees. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused
on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing
and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

 Our
cybersecurity risk management efforts include:

 risk assessments designed to help identify material cybersecurity risks
to our critical systems, information, products, services and our broader enterprise IT environment;

 an
 IT team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3)
 our response to cybersecurity incidents; and

 a
 cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.

 Cybersecurity
Governance

 Our
Board of Directors considers cybersecurity risks as part of its risk oversight function and oversees management's implementation
of our cybersecurity risk management efforts. Management updates our Board of Directors, as necessary, regarding any material cybersecurity
incidents, as well as any incidents with lesser impact potential.

 Our CEO
and CFO are responsible for assessing and managing our material risks from cybersecurity threats and our overall cybersecurity risk management
efforts and supervising both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our CEO and CFO
supervise the efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which include
ensuring routine briefings from internal security personnel, obtaining threat intelligence and other information obtained from governmental,
public or private sources, including external consultants engaged by us, and providing Company personnel with alerts and reports produced
by security tools deployed in the IT environment.

 ITEM
2. PROPERTIES

 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. Through
December 31, 2021, we were paying a monthly rent of 12,500 NIS (approximately, $4,000). 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. See also "Related Transactions".

 We
believe that our facilities are generally in good condition and suitable to carry on our business. We also believe that, if required,
suitable alternative or additional space will be available to us on commercially reasonable terms.

 ITEM
3. LEGAL PROCEEDINGS

 On May
29, 2023, a lawsuit was filed against the Company, the Subsidiary and Mr. Aharon Klein, or thePlaintiff, 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.

 The
Company believes that the allegations are baseless and without merit. The Company intends to vigorously defend its rights.

 Other
than as set forth above, the Company is not currently involved in any legal proceedings. However, from time to time we may become involved
in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although
the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings
that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these
legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe,
either individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our common
stock is currently quoted on the OTCQB-tier of OTC Markets under the symbol "IRME." We started being quoted on the OTCQB-tier
of OTC Markets on February 1, 2022. As of April 1, 2024, we had 69,931,056 shares of our common stock outstanding. Any over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

 As of
April 1, 2024, there were 719 holders of record of our common stock, and the last reported sale price of our common stock on the OTCQB-tier
of OTC Markets on March 28, 2024, was $1.3.

 Dividend
Policy

 To
date, we have paid no dividends on our common stock and do not expect to pay cash dividends in the foreseeable future. We plan to retain
all earnings to provide funds for the operations of our company. In the future, our Board of Directors will decide whether to declare
and pay dividends based upon our earnings, financial condition, capital requirements and other factors that our Board of Directors may
consider relevant. We are not under any contractual restriction as to present or future ability to pay dividends.

 Unregistered
Sales of Equity Securities

 None

 Issuer
Purchases of Equity Securities

 None

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information
necessary to understand our audited consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022,
and highlight certain other information which, in the opinion of management, will enhance a reader's understanding of our financial
condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis
of significant trends and material changes in our financial position and the operating results of our business during the year ended
December 31, 2023, as compared to the fiscal year ended December 31, 2022. This discussion should be read in conjunction with our consolidated
financial statements for the fiscal years ended December 31, 2023, and December 31, 2022, and related notes included elsewhere in this
Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management's
Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements, all of which are
based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly
in "Item 1A. Risk Factors."

 Key
Financial Terms and Metrics

 The
following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial
statements.

 Revenues

 We
have not generated any revenues from product sales to date.

 Research
and Development Expenses

 The
process of researching and developing our product candidates is lengthy, unpredictable and subject to many risks. We expect to continue
incurring substantial expenses for the next several years as we continue to develop our product candidates. We are unable, with any certainty,
to estimate either the costs or the timelines in which those expenses will be incurred. Our current development plans focus on the development
of our PressureSafe, DiaSafe and Nobiotics diagnostic devices. The design and development of these devices will consume
a large proportion of our current, as well as projected, resources.

 Our
research and development costs are comprised of:

internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials
and supplies, facilities and maintenance costs attributable to research and development functions; and

fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing, related testing and
clinical trial activities.

 Marketing

 Marketing
expenses consist primarily of salaries, employee benefits, equity compensation and other personnel-related costs associated with executive
and other support staff. Other significant marketing expenses include the costs associated with professional fees to develop our marketing
strategy.

and Administrative Expenses

and administrative expenses consist primarily of salaries, employee benefits, equity compensation and other personnel-related costs
associated with executive, administrative and other support staff. Other significant general and administrative expenses include the
costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility
and maintenance costs attributable to general and administrative functions.

Expenses

expenses consist primarily impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar
currencies. Other financial expenses include bank's fees and interest on stockholders' loans.

 Comparison
of the Year Ended December 31, 2023, to the Year Ended December 31, 2022.

 Our
financial results for the year ended December 31, 2023, are summarized as follows in comparison to the year ended December 31, 2022:

 Year Ended

 December 31, 2023

 December 31, 2022

 U.S. dollars (in thousands)

 Operating Expenses:

 Research and Development

 2,061,000

 1,885,000

 Marketing

 822,000

 759,000

 General and Administrative

 2,028,000

 2,118,000

 Financing income, net

 (2,000
)

 (28,000
)

 Loss for the year

 4,909,000

 4,734,000

 Revenues.
 We have not recorded any revenues to date.

 Research and Development Expenses.
Research and development expenses increased from $1,885,000 for the year ended December 31, 2022, to $2,061,000 for the year ended December
31, 2023. The increase resulted primarily from increased use of third-party contractors for further research and development activities,
and non-cash expenses recorded relating to stock-based compensation to employees.

 Marketing Expenses. Marketing
expenses increased from $759,000 for the year ended December 31, 2022, to $822,000 in the year ended December 31, 2023. The increase resulted
primarily from non-cash expenses attributable to stock-based compensation to service providers. This increase was partially offset by
a reduction in payroll expenses and reduction in professional services.

 General and Administrative
Expenses. General and administrative expenses decreased from $2,118,000 for the year ended December 31, 2022, to $2,028,000 in the
year ended December 31, 2023. The decrease resulted primarily from a reduction in payroll expenses and a reduction in professional services.
This decrease was partially offset by the increase in non-cash expenses attributable to stock-based compensation to our directors, officers
and service providers.

 Loss. Loss for the year
ended December 31, 2023, was $4,909,000 compared to $4,734,000 for the year ended December 31, 2022, and is primarily attributable to
the increase in non-cash expenses due to stock-based compensation to directors, officers and service providers, and utilization of third-party
contractors for further research and development activities. These increases were partially offset by the reduction in professional services
and payroll expenses related to marketing and general and administrative activities.

 Liquidity
and Capital Resources

 We
are subject to risks common to companies in the medical device industry, including but not limited to, the need for additional capital,
the need to obtain marketing approval and reimbursement for any product candidate that we may identify and develop, the need to successfully
commercialize and gain market acceptance of our product candidates, dependence on key personnel, protection of proprietary technology,
compliance with government regulations, development of technological innovations by competitors, reliance on third-party manufacturers
and the ability to transition from pilot-scale production to large-scale manufacturing of products.

 From
inception, we have funded our operations from a combination of loans and sales of equity instruments. In 2021 and 2022, we raised aggregate
gross proceeds of $5,830,000 and $3,625,000, respectively, from sales of our equity and equity linked securities. In addition, on June
12, 2023, we raised aggregate gross proceeds of $1,000,000 from sales of our shares of common stock and warrants to purchase shares of
common stock.

 As of
December 31, 2023, we had a total of $767,000 in cash resources and approximately $634,000 of liabilities, consisting of $473,000 of current
liabilities from operations.

 The
following table provides a summary of operating, investing, and financing cash flows for the years ended December 31, 2023, and 2022
respectively (in thousands):

 Year ended

 December 31, 2023

 December 31, 2022

 US Dollars (In thousands)

 Net cash used in operating activities

 (3,232
)

 (3,375
)

 Net cash used in investment activities

 (2
)

 (59
)

 Net cash provided by financing activities

 1,000

 3,625

experienced operating losses since the Company's inception and had a total accumulated deficit of $14,839,000 as of December 31,
2023. We expect to incur additional costs and require additional capital. We have incurred losses in nearly every year since inception
and for the year ended December 31, 2023. These losses have resulted in significant cash used in operations. During the years ended December
31, 2023, and 2022, our cash used in operations was approximately $3,232,000, and $3,375,000, respectively. We need to continue and intensify
our research and development efforts for our product candidates (which are in various stages of development), strengthen our patent portfolio,
establish operations processes and pursue FDA clearance and international regulatory approvals. As we continue to conduct these activities,
we expect the cash needed to fund operations to increase significantly over the next several years.

 Under
the private placement of our securities that we undertook between December 2020 and April 2021, we entered into a securities purchase
agreement with certain accredited investors providing for the issuance and sale to such investors of an aggregate of 18,221,876 shares
of our Common Stock and warrants for an additional 9,110,938 shares of our Common Stock, exercisable through December 24, 2023, at a
per share exercise price of $0.64. After deducting for offering related expenses, the aggregate net proceeds from the initial closing
of the 2020 Private Placement were approximately $5,446,000.

 Under
the private placement of our securities which we commenced in April 2022 through July 2022, we entered into a securities purchase agreement
with six accredited investors providing for the issuance and sale to such investors of an aggregate of 4,119,321 shares of our common
stock and warrants for an additional 4,119,321 shares of our common stock, exercisable through 2024, at a per share exercise price of
$1.10. The Company is entitled to expedite the warrant exercise period for all or a part of the then outstanding warrants by written notice
to the holders if the publicly traded price of our common stock equals or exceeds $2.50 per share (which amount may be adjusted for certain
capital events, such as stock splits, as described herein) and the corresponding average daily trading volume during such period equals
or exceed 75,000 shares, in each case for the forty (40) consecutive trading days. The aggregate gross proceeds from the private placement
were approximately $3,625,000.

 In
addition, on June 12, 2023, we raised aggregate gross proceeds of $1,000,000 from sales of our shares of common stock and warrants to
purchase shares of common stock.

 We
will need to obtain additional funding in order to pursue our business plans. If we are unable to raise capital when needed or on attractive
terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts.

 We
expect that our existing cash and cash equivalents will enable us to fund our operations and capital expenditure requirements through
the second quarter of 2024. Our requirements for additional capital during this period will depend on many factors, including the following:

 the scope, rate of progress, results and cost of our development and engineering
efforts to develop the PressureSafe and Nobiotics devices, clinical studies (to the extent necessary), preliminary testing
activities and other related activities;

 the
 cost, timing and outcomes of regulatory related efforts for commercial sales approvals;

 the
 cost and timing of establishing sales, marketing and distribution capabilities;

 the
 terms and timing of any collaborative, licensing and other arrangements that we may establish;

 the
 timing, receipt and amount of sales, profit sharing or royalties, if any, from our potential products;

 the
 cost of preparing, filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; and

 the
 extent to which we acquire or invest in businesses, products or technologies, although we currently have no commitments or agreements
 relating to any of these types of transactions.

 For
the year ended December 31, 2023, and as of the date of this report, we assessed our financial condition and concluded that based on
our current and projected cash resources and commitments, as well as other factors mentioned above, there is a substantial doubt about
our ability to continue as a going concern. We are planning to raise additional capital to continue our operations, as well as to explore
additional avenues to increase revenues and reduce expenditures. We cannot be sure that future funding will be available to us on acceptable
terms, or at all. Due to often volatile nature of the financial markets, equity and debt financing may be difficult to obtain.

 We
may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations,
strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional
capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third
parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that
may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our
existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely
affect our stockholders' rights. If we raise additional capital through debt financing, we may be subject to covenants limiting
or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements.

 Critical
Accounting Policies and Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial
statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

 Accounting
for share-based compensation

 We recognize all employee and
nonemployee stock-based compensation as a cost in the consolidated financial statements. For awards with a graded vesting schedule, we
use the graded vesting attribution approach to recognize compensation cost over the vesting period.

 We estimated grant
date fair value using the Black-Scholes-Merton option-pricing model and estimates the number of forfeitures expected to occur.

 Smaller
Reporting Company Status

 Currently,
we qualify as a smaller reporting company.

 As
a smaller reporting company, we are eligible and have taken advantage of certain exemptions from various reporting requirements that
are not available to public reporting companies that do not qualify for this classification, including, but not limited to:

An opportunity for reduced disclosure obligations regarding executive compensation in our periodic and annual reports, including without
limitation exemption from the requirement to provide a compensation discussion and analysis describing compensation practices and procedures,

An opportunity for reduced financial statement disclosure in registration statements and in annual reports on Form 10-K, which only requires
two years of audited financial statements rather than the three years of audited financial statements that are required for other public
companies,

An opportunity for reduced audit and other compliance expenses as we are not subject to the requirement to obtain an auditor's
report on internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, and

An opportunity to utilize the non-accelerated filer time-line requirements beginning with our annual report for the year ending December
31, 2023, and quarterly filings thereafter.

 For
as long as we continue to be a smaller reporting company, we expect that we will take advantage of both the reduced internal control
audit requirements and the disclosure obligations available to us as a result of this classification.

 JOBS
Act Transition Period

 Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the
extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards
and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards
election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that
are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
information called for by Item 8 is included following the "Index to Financial Statements" on page F-1 contained in this
Annual Report on Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 (a)
Disclosure Controls and Procedures

 We have performed an evaluation
of the effectiveness of our disclosure controls and procedures that are designed to ensure that the material financial and non-financial
information required to be disclosed to the SEC is recorded, processed, summarized and reported timely. Based on our evaluation, our management,
including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report,
were effective.

 (b)
Management's Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rule 13a-15(f) promulgated under the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation and fair presentation of published financial statements for external purposes
in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with policies or procedures may deteriorate.

 Our
management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation, pursuant to Rule 13a-15(c) promulgated
under the Exchange Act, of the effectiveness, as of the end of the period covered by this Annual Report, of its internal control over
financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013). Based on the results of this evaluation, management concluded that as of December 31,
2023, our internal control over financial reporting was effective.

 Notwithstanding
the foregoing, there can be no assurance that our controls and procedures will detect or uncover all failures in our controls over measurement
and disclosure in our financial statements or detect instances of fraud, if any.

 (c)
Changes in Internal Controls over Financial Reporting

 There
were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2023, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 On
March 27, 2024, Yoram Drucker notified us of his resignation from the Board, effective immediately. The resignation of Mr. Drucker as
a director was due to the current composition of the Board.

December 2024, the Company executed amendments and extensions of 6,210,938 of the Company's warrants issued between December 2020 to April 2021 such that such warrants were extended to expire on June 30, 2025.

 Extension
of the 2015 Loans: In 2015, certain of the Company's stockholders granted loans to the Company to finance its ongoing operation
(the "2015 Loans"). These loans bear interest at an annual rate ranging in 2023 and 2022 from 2.90% to 2.42%. Under the original
loan terms, the aggregate loan amount is payable to the lenders by the Company only upon the approval of the Company's board of
directors that the Company's profits reached an amount of US$500 thousand 0.5 million and upon such terms and in such installments
as shall be determined by the Company's board of directors. In March 2020, the Company and the lender agreed to amend the terms
of the 2015 Loan and the repayment date was extended to December 31, 2023. On March 1, 2024, the Company and the lender agreed to extend
the repayment date to December 31, 2025.

 Extension
of the 2017 Loan: In 2017, one of the Company's shareholders provided the Company with a loan to finance its ongoing operation
(the "2017 Loan"), This loan bears interest at annual rate ranging in 2023 and 2022 from 2.90% to 2.42% annually. Under the
original loan terms, the aggregate loan amount was repayable by the Company upon the closing of an investment in the Company with proceeds
greater than US$ 500 thousand. In March 2020, the Company and the lender agreed to amend the terms of the 2017 Loan and the repayment
date was extended to December 31, 2023. On March 1, 2024, the Company and the lender agreed to extend the repayment date to December
31, 2025.

 Extension
of Convertible Loan: On March 1, 2024, the Company and the lenders of a convertible bridge loan agreement, or the 2018 CLA, which
was originally signed on March 6, 2018, agreed to extend the repayment date to December 31, 2025. In accordance with 2018 CLA, the loan
bears interest at a rate per annum equal to three percent (3%) compounded and accrued annually, and was originally repayable on December
31, 2018, or later date as determined by the shareholders representing more than 80% of the Company's issued and outstanding shares
who has also provided loans with terms similar to the terms of the agreement, unless earlier converted to shares. The 2018 CLA included
certain scenarios in which the loan may be converted, and certain scenarios in which the loan is automatically converted. In March 2020,
the Company and the lenders agreed to amend and restate the 2018 CLA pursuant to which the lenders waived any and all rights to convert
their respective outstanding loan amounts, and the repayment date was set to December 31, 2023.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
Applicable.

 PART
III

 ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

 The
Company's directors hold office until the next annual general meeting of the stockholders or until their successors are elected
and qualified. The Company's officers are appointed by its board of directors and hold office until the earlier of their death,
retirement, resignation, or removal.

 The following table sets forth
the names and ages of the members of the board of directors and the executive officers and the positions held by each as of April 1,
2024.

 Name

 Age

 Positions

 Oded

 Chairperson
 of the Board of Directors

 Klein

 Interim
 Chief Executive Officer, Chief Technology Officer, Director

 Sharon
 Levkoviz

 Chief
 Financial Officer

 Binur

 Chief
 Development Officer

 Yaniv
 Cohen

 Ohad

 Ron
 Mayron

 Business
Experience

 The
following is a brief account of the education and business experience of our current directors and executive officers:

 Oded Bashan, co-founded
IR. Med Ltd. with Aharon Klein and, since September 2013 has been serving as Chairman of IR. Med Ltd. Upon the effectiveness of our acquisition
in December 2020 of IR. Med Ltd. (the "Acquisition"), he was appointed to Board of Directors and on January 20, 2021, was
appointed as Chairman of the Board, and on April 6, 2021, he was appointed Chief Executive Officer on an interim basis following the resignation
of Ms. Davidson Mund. Mr. Bashan has over 35 years of experience in managing, building and running technology companies. He was Founder,
CEO & chairman of OTI Ltd. from 1990 to 2013, a Nasdaq traded global technology leader with more than 250 employees. Since January
2013, together with his son Mr. Ohad Bashan, they have been managing several private companies engaged in biotech. Previously, Mr. Bashan
served as the president of Electro-Galil form 1984 to1990. He was awarded the Leading Businessman Award in Management, Business and Economics
by the Israeli Institute of Public Opinion. Mr. Bashan holds both B.Sc. and M.Sc. in Economics and Business management from the Hebrew
University of Jerusalem.

 Mr.
Aharon Klein was appointed as Interim Chief Executive Officer effective February 28, 2024. Mr. Klein co-founded IR. Med Ltd. in September
2013 and has served as a director of the Company since. He also served as the Company's Chief Operating Officer from September 2013
until December 2020. Since December 2020, Mr. Klein serves as the Company's Chief Technology Officer. Mr. Klein is a medical device
and biotech expert, with a strong clinical background. Prior to founding the Company, from 2004 to 2007 Mr. Klein co-founded and served
as Chief Executive Officer of Fertiligent, a start-up company focused on innovative fertility treatments, which was acquired by a United
Kingdom based investment group in 2008. From 2008 to 2013, immediately prior to co-founding of the Company, he founded a medical device
company developing infrared based diagnostic tools for diagnosing colon cancer without the need for biopsies (optical biopsies). Mr. Klein
graduated from the Faculty of Engineering in the Technion - Israel Institute of Technology. Mr. Klein is experienced in initiating and
running medical device start-up companies, including development, clinical trials and regulatory affairs.

 Sharon Levkoviz.
Mr. Levkoviz was appointed to Chief Financial Officer upon the effectiveness of the Acquisition. Mr. Levkoviz served from 2011-2021 in
Achdut Israel Ltd., an Israeli company providing accounting and economic consulting services, as regional manager. Prior to that period,
Mr. Levkoviz served as a Chief Controller at OTI, Nasdaq traded company, from 2005 through 2011. Mr. Levkoviz received his CPA from Ramat
Gan College and a B.A. in Business Administration from Rupin College in Israel. In addition, Mr. Levkoviz served 10 years as a chairman
of finance and human resource committee at Ohalo College. He also served five years as a director at the development company of Katzrin
and eight years as a member of Katzrin plenum.

 Aharon Binur. Mr.
Aharon Binur was appointed as Chief Development Officer on April 29, 2021, to lead product development. Mr. Binur is an electronics engineer
who graduated from the Technion in Haifa, Israel. He was an electronics engineer at OTI from November 1999 through February 2001 and became
a development manager at a subsidiary of OTI in March 2001 and held several other positions at OTI through April 2013. Mr. Binur also
served as CTO (August 2009 through November 2014) and VP of R&D (March 2017 through April 2021) at Lehavot, an advanced fire protection
system company. Mr. Binur has extensive experience in multidisciplinary technological management, including software, hardware and mechanics,
development of final systems and products for clients, while maintaining high quality and international standards. Mr. Binur has a unique
and creative approach to technology management, including patents registered in his name.

 Yaniv Cohen. Mr.
Yaniv Cohen co-founded IR. Med Ltd. in September 2013 and has served as the R&D manager since then. Following the completion of the
of IR. Med Ltd. by our company (the "Acquisition"), he was appointed to the Board. Mr. Cohen is an experienced electrical
engineer with expertise in the fields of wave propagation and IR Spectroscopy for medical applications. Additionally, Mr. Cohen holds
four patents in medical devices, has co-authored eight articles in scientific journals, and has spoken in conferences around the globe.
From 2010 to 2013, Mr. Cohen served as R&D manager for PIMS, an Israeli medical device company, focusing on IR imaging and spectral
analysis for non-invasive cancer detection and identification. From 2008 to 2009, Mr. Cohen worked for Cisco as a system engineer. From
2006 to 2008, he worked as a service engineer for Intel Israel. Mr. Cohen is a Candidate of Sciences in the doctoral program, Informatics
and Computer Engineering in the National Research University Higher School of Economics, School of Electronic Engineering Institute of
Electronics and Mathematics (MIEM HSE) in Moscow, Russia. Mr. Cohen holds a M.Sc. in Electrical Engineering from Holon Institute of Technology
(2007). From 2009 to 2010, he attended the Ben-Gurion University of the Negev, Beer Sheva, Israel where he wrote a thesis in wave prorogation.

 Ohad Bashan,
 Mr. Bashan joined the Board upon the completion of the Acquisition. Mr. Bashan is an entrepreneur, innovator and executive with a
proven track record of more than 25 years of building, leading and running technology companies from startup to NASDAQ trade. He is an
experienced director, after having served on the boards of private and publicly traded companies in the U.S., Israel, China, Poland and
France. From 1998 to 2013, Mr. Bashan held several senior positions at OTI, which was acquired by Nyax Ltd. From 2013 to the present,
Mr. Bashan has run a management services business. Mr. Bashan holds a B.A. in business from the College of Business Management, Tel Aviv,
with specializations in marketing and finance, and an M.B.A. from Pepperdine University, California.

 Ron
Mayron. Mr. Mayron has extensive experience in the pharmaceutical and medical equipment industries and has held various,
significant senior management positions, both local and global, within Teva Pharmaceutical Industries Ltd. ("Teva") over the
last 21 years. During his career at Teva, Mr. Mayron served in various VP positions. Most recently he was CEO of Teva Israel and VP Israel
and Africa from June 2009 until September 2013. Mr. Mayron's core expertise is in marketing, sales and distribution, mergers and
acquisitions, business development, global operation and supply chain and strategic development. Mr. Mayron currently serves on the board
of directors of Innocan Pharma Corporation (CSE: INNO), Nurexone Biologic Inc. (TSX: NRX), IceCure Medical Ltd. (NASDAQ: ICCM), BioLight
Life Sciences Ltd. (TASE: BOLT), Entera Bio (NASDAQ: ENTX) and Kadimastem Ltd. (TASE: KDST). Mr. Mayron holds a B.Sc. in Industrial Engineering
& Management from Ben Gurion University and M.B.A from Tel-Aviv University.

 Family Relationships

 Oded Bashan is the father of Ohad
Bashan.

 Term of Office of Directors

 We currently have authorized six
directors. In accordance with our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, our Board of Directors
is divided into three classes with staggered three-year terms. At each annual meeting of stockholders commencing with the meeting in 2021,
the successors to the directors whose terms then expire will be elected to serve until the third annual meeting following the election.
Our directors are divided among the three classes as follows:

 the
 Class I director is Yaniv Cohen. His term will expire at the annual meeting of stockholders to be held in 2025;

 the
 Class II directors are Ohad Bashan and Ron Mayron, and their terms will expire at the annual meeting of stockholders
 to be held in 2026; and

 the
 Class III directors are Oded Bashan and Aharon Klein, and their terms will expire at the annual meeting of stockholders to be held
 in 2024.

 On
February 18, 2024, Ms. Inna Martin notified the Board of Directors of her resignation from the Board, effective immediately. The resignation
of Ms. Martin as a director was not related to any disagreement with the Company on any matter relating to the Company's operations,
policies or practices.

 On
March 27, 2024, Mr. Yoram Drucker notified the Board of Directors of his resignation from the Board, effective immediately. The resignation
of Mr. Drucker as a director was due to the current composition of the Board.

 Committees of the Board
of Directors

 Our Board
of Directors has established an audit committee which operates under a charter that has been approved by our board.

 Our Board
of Directors has determined that all of the members of our audit committee are independent as defined under the rules of the NASDAQ Capital
Market. In addition, all members of the audit committee meet the independence requirements contemplated by Rule 10A-3 under the Exchange
Act. We currently do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(D)(5)
of Regulation S-K.

 We currently
do not have a nominating or compensation committees or committees performing similar functions, nor does our Company have a written nominating
or compensation charter. Our directors believe that it is not necessary to have such committees at this time because the director(s) can
adequately perform the functions of such committees.

 Audit
Committee

 The
audit committee's main function is to oversee our accounting and financial reporting processes and the audits of our financial
statements. This committee's responsibilities include, among other things:

 appointing
 our independent registered public accounting firm;

 evaluating
 the qualifications, independence and performance of our independent registered public accounting firm;

 approving
 the audit and non-audit services to be performed by our independent registered public accounting firm;

 reviewing
 the design, implementation, adequacy and effectiveness of our internal accounting controls and our critical accounting policies;

 discussing
 with management and the independent registered public accounting firm the results of our annual audit and the review of our quarterly
 unaudited financial statements;

 reviewing,
 overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as
 they relate to financial statements or accounting matters;

 reviewing
 on a periodic basis, or as appropriate, any investment policy and recommending to our board any changes to such investment policy;

 preparing
 the report that the SEC requires in our annual proxy statement;

 reviewing
 and approving any related party transactions and reviewing and monitoring compliance with our code of conduct and ethics; and

 reviewing
 and evaluating, at least annually, the performance of the audit committee and its members including compliance of the audit committee
 with its charter.

 The
member of our audit committee is Ron Mayron. The member of our audit committee meets the requirements for financial literacy under the
applicable rules and regulations of the SEC and the NASDAQ Capital Market.

 Nominations
to the Board of Directors

candidates are considered based upon various criteria, including without limitation their broad-based business and professional skills
and experiences, expertise in or knowledge of the life sciences industry and ability to add perspectives relating to that industry, concern
for the long-term interests of our stockholders, diversity, and personal integrity and judgment. Our Board of Directors has a critical
role in guiding our strategic direction and overseeing the management of our business, and accordingly, we seek to attract and retain
highly qualified directors who have sufficient time to engage in the activities of our Board of Directors and to understand and enhance
their knowledge of our industry and business plans.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following table summarizes the compensation earned in each of our fiscal years that ended December 31, 2023 and 2022 by our named executive
officers, which consists of our chief executive officer and our two next most highly compensated executive officers who earned more than
$100,000 during the fiscal year ended December 31, 2023 and 2022 and were serving as executive officers as of such date and our former
chief executive officers. We refer to the executive officers listed below as the Named Executive Officers.

 Summary
Compensation Table

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Option Awards ($) (1)

 All other compensation ($) (2)

 Total ($)

 Moshe Gerber,

 2023

 88,337

 342,996

 43,062

 474,395

 Chief Executive Officer (3)

 2022

 92,896

 195,074

 40,776

 328,746

 Oded Bashan,

 2023

 -

 273,728

 -

 273,728

 Executive Chairman

 2022

 95,163

 299,730

 -

 394,893

 Aharon Klein,

 2023

 90,657

 -

 10,417

 101,074

 Interim Chief Executive Officer and Chief Technology Officer

 2022

 124,954

 3,442

 16,500

 144,896

 Aharon Binur-

 2023

 114,558

 92,268

 45,845

 252,671

 Chief Development Officer

 2022

 126,528

 48,553

 51,180

 226,262

 Dr. Rom Eliaz, former

 2023

 -

 -

 -

 -

 Chief Executive Officer (4)

 2022

 111,038

 7,795

 51,321

 170,153

 Mr. Tzur Di Cori,

 former Chief Executive Officer (5)

 2023

 31,135

 48,031

 14,811

 93,977

 1.

 In
 accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the
 named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date
 fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The
 grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock
 options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from
 the actual value the holder receives because the actual value depends on the number of options exercised and the market price of
 our Common Stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note
 9.C to the Annual Report on Form 10-K for the year ended December 31, 2023.

 2.

 For
 2023 and 2022, represents the compensation as described under the caption "All Other Compensation" below.

 3.

 Mr.
 Gerber was appointed Chief Executive Officer on May 2, 2022, and resigned as Chief Executive Officer on May 21, 2023.

 4.

 Dr.
 Eliaz was appointed Chief Executive Officer on June 22, 2021, and resigned as Chief Executive Officer on August 31, 2022.

 5.

 Mr.
 Tzur Di-Cori was appointed Chief Executive Officer on October 15, 2023, and o n February 22,
 2024, the Board of Directors terminated his employment.

 All
Other Compensation

 The
following table provides information regarding each component of compensation for fiscal years 2023 and 2022 included in the "All
Other Compensation" column in the "Summary Compensation Table" above. Represents amounts paid in New Israeli Shekels
(NIS) and converted at average exchange rates for the year.

 Name

 Year

 Automobile and Related Expenses $ (1)

 Social Benefits $ (2)

 Total $

 Moshe Gerber

 2023

 17,267

 25,795

 43,062

 2022

 11,794

 28,982

 40,776

 Aharon Klein

 2023

 10,417

 -

 10,417

 2022

 16,500

 -

 16,500

 Aharon Binur

 2023

 15,805

 30,040

 45,845

 2022

 17,859

 33,321

 51,180

 Dr. Rom Eliaz

 2023

 -

 -

 -

 2022

 19,936

 31,385

 51,321

 Tzur Di Cori

 2023

 5,755

 9,056

 14,811

 1.

 Represents
 a leased automobile expense.

 2.

 These
 are comprised of contributions by us to savings, health, severance, pension, disability and insurance plans generally provided in
 Israel, including health, education, managerial insurance funds, and redeemed vacation pay. This amount represents Israeli severance
 fund payments, managerial insurance funds, disability insurance, supplemental education fund contribution and social securities.
 See discussion below under "Narrative Disclosure to Summary Compensation Table."

 Outstanding
Equity Awards on December 31, 2023

 The
following table sets forth information concerning equity awards held by each of our Named Executive Officers as of December 31, 2023.

 Name

 Grant Date

 Number of Securities Underlying Options (#) Exercisable

 Number of Securities Underlying Options (#) Unexercisable

 Option Exercise Price ($)

 Option Expiration Date

 Moshe Gerber

 May 2, 2022

 433,333

 -

 0.32

 December 31, 3030

 Oded Bashan

 June 20,2021

 240,000

 -

 0.32

 *

 Oded Bashan

 December 30, 2022

 1,200,000

 -

 0.58

 *

 Aharon Klein

 June 20,2021

 240,000

 -

 0.32

 *

 Aharon Binur

 June 20,2021

 165,000

 135,000

 0.32

 *

 Aharon Binur

 November 14.2022

 125,000

 175,000

 0.58

 *

 Dr. Rom Eliaz

 June 20,2021

 150,000

 -

 0.32

 July 31, 2027

 Tzur Di Cori

 September 27, 2023

 -

 1,000,000

 0.58

 *

 *

 Options
 expiration date is ten (10) years from vesting

 Narrative
Disclosure to Summary Compensation Table

 Our
Board follows the following processes and procedures for the consideration and determination of executive and director compensation:

 In
establishing compensation amounts for executives, we seek to provide compensation that is competitive in light of current market conditions
and industry practices. Accordingly, we will generally review market data, which is comprised of proxy-disclosed data from peer companies
and information from nationally recognized published surveys for the biopharmaceutical industry, adjusted for size. The market data helps
the committee gain perspective on the compensation levels and practices at the peer companies and to assess the relative competitiveness
of the compensation paid to our executives. The market data thus guides us in its efforts to set executive compensation levels and program
targets at competitive levels for comparable roles in the marketplace. We then consider other factors, such as the importance of each
executive officer's role to the Company, individual expertise, experience, performance, retention concerns and relevant compensation
trends in the marketplace, in making its final compensation determinations.

 Elements
of Compensation

 In
addition to each officer's base salary, our executive officer compensation program consists of a cash incentive bonus plan and
discretionary stock option awards in addition to customary benefits. The amounts of compensation awarded for each element of the Company's
compensation program ( i.e., base salary, bonuses and stock options) are reviewed in connection with the Company's performance.

 Base
Salary

 Annual
base salaries compensate our executive officers for fulfilling the requirements of their respective positions and provide them with a
level of cash income predictability and stability with respect to a portion of their total compensation. We believe that the level of
an executive officer's base salary should reflect the executive's performance, experience and breadth of responsibilities,
our understanding of salaries for similar positions within our industry and any other factors relevant to that particular job.

 Base
salaries are typically negotiated at the outset of an executive's employment. Salary levels are considered annually as part of
our performance review process, but also in cases including promotion or other changes in the job responsibilities of an executive officer.
For named executive officers, initial base salaries generally are established in connection with negotiation of an offer of employment
and employment agreement. Increases in base salary have several elements. In addition to promotion and increased responsibilities, merit
and Company-wide general increases are also taken into consideration.

 Stock-Based
Awards

 Historically,
we have generally granted stock options to our employees, including our named executive officers, in connection with their initial employment
with us. We also have historically granted stock options on an annual basis as part of annual performance reviews of our employees.

 Our
equity award program is the primary vehicle for offering long-term incentives to our executives. We do not have any equity ownership
guidelines for our executives, which is consistent with other pre-commercial biotechnology companies that use stock options as the long-term
incentive vehicle. Further, we believe that equity grants provide our executives with a strong link to our long-term performance, create
an ownership culture and help to align the interests of our executives and our stockholders. In addition, the vesting feature of our
equity awards contributes to executive retention by providing an incentive for our executives to remain in our employment during the
vesting period. We expect that our Board will continue to use annual equity awards to compensate our executive officers. We may also
make additional discretionary grants, typically in connection with the promotion of an employee, to reward an employee, for retention
purposes or in other circumstances as the Board deems appropriate.

 Employment
and Severance Arrangements

 We
consider it essential to the best interests of our stockholders to foster the continuous employment of our key management personnel.
In this regard, we recognize that the possibility of a change in control may exist and that the uncertainty and questions that it may
raise among management could result in the departure or distraction of management personnel to the detriment of the Company and our stockholders.
In order to reinforce and encourage the continued attention and dedication of certain key members of management, we have entered into
written employment agreements with certain of our named executive officers that, while at-will, contain certain change in control and
severance provisions.

 Employment
Agreements

 Moshe
Gerber. The Company's subsidiary IR. Med Ltd. ("IR. Med Ltd.") entered into an Employment Agreement (the "Agreement")
setting forth the terms of his employment and compensation. Under the Agreement, Mr. Gerber is entitled to an annual salary of the current
New Israeli Shekel equivalent of approximately $136,752, payable on monthly basis. Mr. Gerber is also provided with a leased automobile.
Under the Agreement, Mr. Gerber is also entitled to the following: (i) Manager's Insurance under Israeli law to which IR. Med Ltd.
contributes amounts equal to (a) 8-1/3 percent for severance payments, and 6.5%, or up to 7.5% (including disability insurance) designated
for premium payment (and Mr. Gerber contributes an additional 6%) of each monthly salary payment, and (b) 7.5% of his salary (with Mr.
Gerber contributing an additional 2.5%) to an education fund, a form of deferred compensation program established under Israeli law. If
Mr. Gerber's employment is terminated by us without cause on or prior to the first anniversary of his employment, then we must pay
Mr. Gerber (a) the accrued obligations earned through the date of termination, (b) a lump-sum payment of an amount equal to two month
of his base salary at the time of his termination; if such termination occurs after such date, then we must pay to Mr. Gerber (a) the
accrued obligations earned through the date of termination, (b) a lump-sum payment of an amount equal to three months of his base salary
at the time of his termination. Under the Agreement, Mr. Gerber was awarded options under the Company's employee stock option plan
for 1,300,000 shares of the Company's common stock at a per share price of $0.32, vesting as follows: 25% of the option shares (i.e.,
325,000 options shares) vest on the first anniversary of employment and the balance in six bi-annual instalments of 162,500 shares, beginning
the first instalment on the bi-annual period ending October 31, 2023 and thereafter at the end of each subsequent six months, provided
that Mr. Gerber is then in our employ.

 The agreement contains (i) customary
confidentiality obligations which are not limited by the term of the agreement, (ii) certain non-compete provisions during the term of
the agreement and 12 months thereafter and (iii) certain non-solicitation provisions during the term of the agreement and for one year
thereafter.

 On May
21, 2023, the Company and Mr. Moshe Gerber, executed and delivered a termination and settlement agreement pursuant to which Mr. Gerber
resigned from his role as Chief Executive Officer of the Companies. Mr. Gerber's resignation was not associated with or attributable
to any disagreement with the Company or the Company's independent auditor, including without limitation, any matter relating to
the Company's accounting principles or practices, financial statement disclosures, internal controls, management or operations.

 Pursuant
to the terms of the termination and settlement agreement, Mr. Gerber was available to the Company until August 19, 2023. Mr. Gerber continued
to receive his salary and social benefits under his employment agreement with the Company through August 2023. In addition, the Company
agreed that Mr. Gerber was entitled to accelerated vesting of certain of his options under the Company's 2020 Incentive Stock Option
Plan; therefore, Mr. Gerber was entitled to purchase an aggregate of 433,333 shares of the Company's common stock through December
31, 2030, at the exercise price per share of $0.32, which reflects the exercise price in the original grant. Additionally, subject to
his compliance with the terms of the termination and settlement agreement, on August 19, 2023, Mr. Gerber received an additional 21,000
NIS (approximately $5,780 at the current exchange rate).

 Oded Bashan. On June 27,
2022, our subsidiary IR. Med Ltd. and Bashanti Ltd., a company that is owned by Oded Bashan, entered into consulting agreement. The Agreement
provides for a continuous term and may be terminated by either party at any time with at least 12 months prior written notice. Pursuant
to this agreement, Mr. Bashan's annual fee compensation is $144,000 plus value added tax (VAT). On October 26, 2022, Mr. Bashan
agreed to defer payment of his fee pending a capital raise. On December 12, 2022, Mr. Bashan was awarded options under the Company's
employee stock option plan for 1,200,000 shares of the Company's common stock at a per share price of $0.58, of which 600,000 were
vested upon grant and the balance vest on December 30, 2023, subject to his continued service. The options are exercisable through the
tenth anniversary of grant.

 Aharon Klein. On
December 24, 2020, our subsidiary IR. Med Ltd. and Mr. Klein entered into an amended and restated consulting agreement (the
"Klein Service Agreement") replacing a service agreement dated October 1, 2019, between IR. Med Ltd. and the Company).
The Klein Service Agreement provides for a continuous term and may be terminated by either party at any time, provided that if Mr.
Klein resigns, he shall provide at least 30 days' prior written notice. Pursuance to this agreement, Mr. Klein's annual
fee compensation was increased to $144,000 plus VAT. On October 26, 2022, Mr. Klein agreed to defer 50% of his payment of his fee
pending a capital raise. On October 19,2023 the board of directors of the company decided to approve the payment pursuant to his
original service agreement commencing October 2023. In addition, Mr. Klein is eligible to receive an automobile allowance of $750 per
month. If Mr. Klein's employment is terminated (i) by us without cause or (ii) by him for any, then we must pay Mr. Klein (a)
the accrued obligations earned through the date of termination and (b) a lump-sum payment of an amount equal to one month of his
base salary at the time of his termination.

 The agreement contains (i) customary
confidentiality obligations which are not limited by the term of the agreement, (ii) certain non-compete provisions during the term of
the agreement and 12 months thereafter and (iii) certain non-solicitation provisions during the term of the agreement and for one year
thereafter. Mr. Klein also agreed to assign certain intellectual property rights to IR. Med Ltd.

 Aharon Binur. On March
2, 2021, IR. Med Ltd. and Aharon Binur entered into an employment agreement pursuant to which Mr. Binur oversees the development of our
product candidates which are in various stages of development. Under the agreement with Mr. Binur, he is paid an annual salary of the
current New Israeli Shekel equivalent of approximately $120,170, payable on monthly basis. IR. Med Ltd. is authorized to terminate the
employment agreement for any reason subject to payment of two months' salary. Under the terms of the employment agreement with him,
Mr. Binur also receives Manager's Insurance under Israeli law for his to which IR. Med Ltd. contributes amounts equal to (a) 8-1/3
percent for severance payments, and 6.5%, or up to 7.5% (including disability insurance) designated for premium payment (and Mr. Binur
contributes an additional 6%) of each monthly salary and (b) 7.5% of his salary (with Mr. Binur contributing an additional 2.5%) to an
education fund, a form of deferred compensation program established under Israeli law. Mr. Binur is also provided with a leased automobile.
On June 20, 2021, Mr. Binur was awarded options under the Company's employee stock option plan for 300,000 shares of the Company's
common stock at a per share price of $0.32, of which 15,000 were vested upon grant and the balance vest at the end of each calendar quarter
at the rate of 15,000 shares per quarter, beginning with the quarter ended September 31, 2021, subject to his continued employment. The
options are exercisable through the tenth anniversary of grant.

 On November 14, 2022, Mr. Binur
was awarded options under the Company's employee stock option plan for 300,000 shares of the Company's common stock at a per
share price of $0.58, vesting at the end of each calendar quarter at the rate of 25,000 shares per quarter, beginning with the quarter
ended December 31, 2022, subject to his continued employment. The options are exercisable through the tenth anniversary of grant.

 Dr. Rom Eliaz. On June
22, 2021, Dr. Rom Eliaz and IR. Med Ltd. entered into an employment agreement providing for the employment of Dr. Eliaz as Chief Executive
Officer (the "Eliaz Employment Agreement"). Under the Eliaz Employment Agreement, Dr. Eliaz is entitled to an annual salary
of the current New Israeli Shekel equivalent of approximately $150,427, payable on a monthly basis. Mr. Eliaz is also provided with a
leased automobile. Under the Eliaz Employment Agreement, Dr. Eliaz is also entitled to the following: (i) Manager's Insurance under
Israeli law for the benefit of Dr. Rom Eliaz pursuant to which IR. Med Ltd. contributes amounts equal to (a) 8-1/3% for severance payments,
and 6.5%, or up to 7.5% (including disability insurance) designated for premium payment (and Dr. Eliaz contributes an additional 6%) of
each monthly salary payment, and (b) 7.5% of his salary (with Dr. Eliaz contributing an additional 2.5%) to an education fund, a form
of deferred compensation program established under Israeli law. The Eliaz Employment Agreement provides that his annual salary will be
increased to the New Israeli Shekel equivalent of approximately $186,000 upon (i) the successful capital raise by the Company of at least
$5.0 million in net proceeds, (ii) the successful completion of a prototype of the PressureSafe device, as determined by the Company's
board of directors and (iii) receipt by the Company of a letter of intent for the large scale commercial purchase/order of the PressureSafe
device.

 On April
25, 2022, Dr. Eliaz resigned from his position. In connection with his resignation, the Company agreed that Dr. Eliaz continued to receive
his salary and benefits under his employment agreement through August 31, 2022. In addition, the Company agreed that Dr. Eliaz is entitled
to the accelerated vesting of the next instalment of options (previously granted to in June 2021) which vested on June 30, 2022, for an
aggregate total of options for 150,000 shares of the Company's common stock and that such options may be exercised through the original
exercise expiration date of July 31, 2027, at an exercise price per share of $0.32.

 Tzur Di-Cori. On October
15, 2023, Mr. Di-Cori was appointed to serve as the Company's Chief Executive Officer. In conjunction with his appointment, the
Company and Mr. Di-Cori entered into an employment agreement, pursuant to which he was subject to standard confidentiality, intellectual
property assignment and non-compete provisions. In addition, in consideration of his service, Mr. Di-Cori received a monthly gross salary
of NIS 45,000 ($11,842 approximately) and options to purchase 1,000,000 shares of the Company's common stock at an exercise price
of $0.58 per share, subject to and in accordance with the terms and conditions of the Company's 2020 Incentive Stock Plan.

 On
February 22, 2024, as a result of financial difficulties, the Company notified Mr. Di-Cori, of the termination of his employment.

 Potential Payments upon
Change of Control or Termination following a Change of Control

 Our agreements
with our named executive officers provide incremental compensation in the event of termination, as described herein. Generally, we currently
do not provide any severance specifically upon a change in control nor do we provide for accelerated vesting upon change in control. Termination
of employment also impacts outstanding stock options.

 Due to
the factors that may affect the amount of any benefits provided upon the events described below, any actual amounts paid or payable may
be different than those shown in this table. Factors that could affect these amounts include the basis for the termination, the date the
termination event occurs, the base salary of an executive on the date of termination of employment and the price of our common stock when
the termination event occurs.

 The following
table sets forth the compensation that would have been received by each of our executive officers had they been terminated as of December
31, 2023.

 Name

 Salary $

 Social benefits $

 Total $

 Oded Bashan

 -

 -

 -

 Aharon Klein

 13,500

 -

 13,500

 Aharon Binur

 19,178

 5,000

 24,178

 Tzur Di Cori

 12,162

 3,734

 15,896

Compensation

 The
following table sets forth for each non-employee director that served as a director during the year ended December 31, 2023:

 Year
Ended December 31, 2023

 Name

 Fees
 Earned or Paid in Cash

 ($)

 Stock
 Awards ($)

 Option
 Awards ($) (1)

 Non-Equity

 Incentive
 Plan Compensation

 ($)

 Non-Qualified
 Deferred Compensation Benefits

 ($)

 All
 Other compensation

 ($)

 Total

 ($)

 Inna
 Martin

 15,696

 86,649

 (5)

 -

 -

 -

 102,345

 Ohad

 -

 -

 (2)

 -

 -

 -

 -

 Ron Mayron

 20,735

 57,764

 (3)
 (4)

 -

 -

 -

 178,499

 1.

 In
 accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the
 named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date
 fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The
 grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock
 options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from
 the actual value the holder receives because the actual value depends on the number of options exercised and the market price of
 our common stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note
 1. C (Stock Based Compensation) to our financial statements, which are included in this Annual Report on Form 10-K.

 2.

 In
 respect of 240,000 options, all of which were vested.

 3.

 In
 respect of 240,000 options, all of which were vested.

 4.

 In
respect of 160,000 options, all of which will vest as of September 30, 2024.

 5.

 In
respect of 240,000 options, all of which will vest as of September 30, 2024.

 Compensation
Policy for Non-Employee Directors.

 In January
2021, the Board of Directors adopted an updated compensation policy for non-employee directors which replaced the previous non-employee
director compensation terms, and which became effective January 2021. Under the policy, each director is to receive an annual cash compensation
of $5,000 and $1,000 per meeting or $500 for a virtual meeting. On October 26, 2022, the Board of Directors decided to freeze compensation
for non-employee directors. On August 13, 2023, the Board of Directors decided to repay the independent directors for fees incurred in
the fourth quarter of 2022 and the first half of 2023, and moving forward, to continue paying the independent directors board attendance
fee.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth
certain information with respect to the beneficial ownership of our common stock as of April 1, 2024 for (a) the executive officers named
in the Summary Compensation Table of this annual report, (b) each of our directors, (c) all of our current directors and executive officers
as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined
in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Under the rules of the
SEC, a stockholder is deemed to be a beneficial owner of any security of which that stockholder has the right to acquire beneficial ownership
in 60 days of April 1, 2024. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have
sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information
provided to us by these stockholders. Percentage of ownership is based on 69,931,056 shares of common stock outstanding on April 1, 2024.

 Name
 and Address of Beneficial Owner

 Number
 of Shares beneficially owned

 Percentage
 Beneficially

 owned

 5%
 or more shareholders

 Yaakov
 Safren

 6,156,120
 (1)

 8.56
 %

 Paul
 Coulson

 5,625,000
 (2)

 7.83
 %

 Yoram
 Drucker

 4,862,471

 (3)

 6.87

 %

 Third
 Eye Investors LLC

 4,687,500
 (4)

 6.56
 %

 Isamar
 Margareten

 8,721,307
 (5)

 11.79
 %

 Liat
 Electronics Ltd.

 3,850,607

 5.51
 %

 Officers
 and Directors

 Oded

 10,049,916
 (6)

 14.08
 %

 Klein

 8,099,110
 (7)

 11.54
 %

 Yaniv
 Cohen

 8,099,136
 (8)

 11.54
 %

 Ron
 Mayron

 360,000
 (9)

 *

 Ohad

 240,000
 (9)

 *

 Binur

 330,000
 (9)

 *

 Sharon
 Levkoviz

 367,768
 (9)

 *

 Officers
 and Directors as a Group (7 persons)

 27,545,930

 37.66
 %

 *

 less than 1%

 (1)

 Includes 2,006,119 shares issuable upon the exercise of stock options.

 (2)

 Includes 1,875,000 shares issuable under a currently exercisable common stock warrant.

 (3)

 Includes 812,471 shares issuable upon the exercise of stock options.

 (4)

 Yitzchak Rokonsky, of Third Eye Investors LLC ("Third Eye") has sole voting and dispositive power over shares held by Third Eye. Includes 1,562,500 shares issuable under a currently exercisable common stock warrant.

 (5)

 Includes 4,043,466 shares issuable under a currently exercisable common stock warrant.

 (6)

 Represents (i) 8,609,916 shares owned by Med2Bwell Ltd. ("Med2Bwell"), of which Mr. Bashan has sole voting and dispositive power and (ii) 1,440,000 shares of common stock issuable upon the exercise of stock options.

 (7)

 Includes 240,000 shares issuable upon the exercise of stock options

 (8)

 Includes 240,000 shares issuable upon the exercise of stock options.

 (9)

 Represents shares of common stock issuable upon the exercise of stock options.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Our
Audit Committee Charter requires all future transactions between us and any director, executive officer, holder of 5% or more of any
class of our capital stock or any member of the immediate family of, or entities affiliated with, any of them, or any other related persons,
as defined in Item 404 of Regulation S-K, or their affiliates, in which the amount involved is equal to or greater than $120,000, be
approved in advance by our audit committee. Any request for such a transaction must first be presented to our audit committee for review,
consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider all available information
deemed relevant by the audit committee, including, but not limited to, the extent of the related person's interest in the transaction,
and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third
party under the same or similar circumstances.

 Related
Party Transactions

 Except
as described below, there has not been, nor is there currently proposed, any transaction to which we are or were a party in which the
amount involved exceeds the lesser of $120,000 and 1% of the average of our total assets at year-end for the last two completed fiscal
years, and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities or any of
their respective affiliates or immediate family members, had, or will have, a direct or indirect material interest.

 In 2015, our subsidiary IR. Med
Ltd. received a loan from certain of the former IR-Med stockholders to fund its continuing operations. This loan bore interest at an annual
rate ranging in 2023 and 2022, from 2.9%-2.42% annually. The aggregate loan amount was repayable only upon the approval of IR Med's
board of directors and when the Company's profits reach an amount of NIS 1,500,000 (approximately $414,000 as of December 31, 2023)
and upon such terms and such installments as shall be determined by the Company's board of directors.

 In 2017, our subsidiary IR. Med
Ltd. received a loan from certain of the former IR-Med stockholder to fund its continuing operations. This loan bears interest at an annual
rate ranging from 2.9%-2.42% annually in 2022 and 2023. The aggregate loan amount was repayable only upon the occurrence of an investment
round greater than $500,000.

 In March 2020, IR. Med Ltd. and
the lenders agreed to amend and restate the terms of the above referenced loans ("the Amended loan agreement") pursuant to
which the lender waived all rights to convert their respective outstanding loan amounts, and the repayment date was set to December 31,
2023, or such later date to be agreed between IR. Med Ltd. and the lender. On March 1, 2024, the lenders agreed to extent the repayment
date to December 31, 2025. As of December 31, 2023, and 2022 the carrying amounts of these loans were $38 thousand.

 On March 6, 2018, certain
of IR. Med Ltd.'s shareholders advanced to it a convertible bridge loan in the principal amount of NIS 379,000 ($104,000) (hereinafter,
the "2018 CLA"), bearing a per annum interest rate of 3% compounded and accrued annually and, originally payable on December
31, 2018, or a later date agreed to by the then holders of 80% of the outstanding shares of IR. Med Ltd. Under the terms of the 2018
CLA, the loan is convertible by the holders under certain specified circumstances and is automatically convertible upon other terms.
In an Exit event (as deveined in the 2018 CLA), the loan is repayable at 200% the outstanding amount or converted, at the option of the
majority lenders. In March 2020, the Company and the lenders agreed to amend and restate the 2018 CLA ("the Amended CLA").
According to the Amended CLA, the lenders waived any and all rights to convert their respective outstanding loan amounts, and the repayment
date was set to December 31, 2023, or such later date to be agreed by IR. Med Ltd. and the lenders. On March 1, 2024, the lenders agreed
to extent the repayment date to December 31, 2025. In addition, in case of an Exit event, as described in the Amended CLA, the
loan and all accrued interest will be fully repaid immediately following the Exit event. As of December 31, 2023, and 2022, the carrying
amounts of the loans were $123,000 and $124,000, respectively.

 For the years ended December 31,
2023, and 2022, the Company paid to two directors and to an entity controlled by a shareholder of the Company an aggregate consideration
of US$161 thousand and US$220 thousand, respectively, in respect of research and development services.

 For the years ended December 31,
2023, and 2022 the Company paid to one shareholder of the Company and his relative an aggregate consideration of $150 thousand and $111
thousand, respectively in respect consulting services.

 For the years ended December 31,
2023, and 2022, the Company paid to four of the Company non-employee directors an aggregate consideration of $36 thousand and $130 thousand
respectively in respect of their services.

 For the year ended December 31,
2023, the Company paid to four of its officers, salary and related expenses that totaled to $439 thousand. For the year ended December
31, 2022, the Company paid to one director of the Company and four of its officers, salary and related expenses totaled to $651 thousand,
respectively, in respect thereof.

 For the years ended December 31, 2023, and 2022, the
Company paid a yearly amount of $80 thousand and $51 thousand to an entity controlled by two of the Company's directors for rent
and office services, respectively.

 Following the adoption of the
2020 incentive stock plan (hereinafter the "Plan") by the Company on December 23, 2020, and the adoption of the sub plan (the
"Israeli appendix") on April 29, 2021, the Company granted during the years 2023 and 2022 to its directors, officers, and
shareholder 1,636,000 and 5,200,000 options to purchase shares of Common Stock respectively.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following table presents fees
for professional audit services rendered by Somekh Chaikin, a member firm of KPMG International, located in Tel Aviv, Israel, (PCAOB ID
1057) for the audit of the Company's audited financial statements for the years ended December 31, 2023, and December 31, 2022,
and fees billed for other services rendered by Somekh Chaikin during the period:

 2023

 2022

 Audit fees (1)

 $
 68,500

 $
 79,500

 Tax fees (2)

 $
 1,400

 $
 1,400

 Total:

 $
 69,900

 $
 80,900

 (1)

 Audit
 fees consist of audit and review services, consents and review of documents filed with the SEC.

 (2)

 Tax
 fees consist of preparation of federal and state tax returns, review of quarterly estimated tax payments and consultation concerning
 tax compliance issues.

 Prior
to engagement, the Audit Committee pre-approves each of these services by category of service. The fees are budgeted, and the Audit Committee
requires our independent registered public accounting firm and management to report actual fees versus the budget at year end by category
of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting
firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires pre-approval
before engaging our independent registered public accounting firm. All of the services described above were pre-approved by our Audit
Committee.

 The
Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must
report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

 Our
Board of Directors has appointed Somekh Chaikin, Tel Aviv, Israel (ID 1057), a member firm of KPMG, as our independent registered public
accounting firm for the fiscal year ended December 31, 2023.

 PART
IV

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a)

 c.

 Statements

 Our
consolidated financial statements are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by
reference.

 d.

 Statement Schedules

 No
financial statement schedules have been filed as part of this Annual Report on Form 10-K because they are not applicable or are not required
or because the information is otherwise included herein.

 e.

 Exhibits
 required by Regulation S-K

 Exhibit
 Number

 Description
 of Exhibit

 2.1

 Stock Exchange Agreement dated as of December 24, 2021, by and among IR-Med, Inc., IR. Med Ltd. and the former stockholders of IR. Med Ltd. (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 3.1

 Amended and Restated Articles of Incorporation of IR-Med, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 3.3

 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form 10-Q filed with the SEC on August 14, 2023)

 3.4

 Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.4 to the Registrant's Amendment No. 3 to the Registration Statement on Form S-1 filed with the SEC on October 28, 2021)

 4.1

 Specimen of Stock Certificate (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 4.2*

 Description of Registered Securities

 4.3

 Form of June 2023 Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 10-Q filed with the SEC on August 14, 2023)

 10.1

 Convertible Bridge Loan Agreement dated March 6, 2018, among IR. Med Ltd. and the Lenders scheduled therein (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.2

 Amendment to the Convertible Bridge Loan Agreement referred in Exhibit 10.3 dated as of March 31, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.3

 Second Amendment to the Convertible Bridge Loan Agreement referred in Exhibit 10.3 dated as of July 20, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.4@

 Loan Agreement between Yaniv Cohen and IR. Med Ltd. dated January 2015 (incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.5@

 Loan Agreement between Aharon Klein and IR. Med Ltd. dated January 2015 (incorporated by reference to Exhibit 10.5 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.6

 Clarification to the agreements referred to Exhibits 10.4 and 10.5 (incorporated by reference to Exhibit 10.6 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.7@

 Form of Letter Engagement with Non-Employee Directors (incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.8@

 Form of Letter Agreement with Employee Director (incorporated by reference to Exhibit 10.8 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.9@

 Amended and Restated Consulting Agreement dated as of December 24, 2020, between IR. Med Ltd. and Aharon Klein (incorporated by reference to Exhibit 10.9 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.10@

 Employment Agreement dated as of April 1, 2021, IR. Med Ltd and Yoram Drucker (incorporated by reference to Exhibit 10.10 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.11@

 Employment Agreement dated as of January 2021 between IR. Med Ltd. and Sharon Levkoviz (incorporated by reference to Exhibit 10.11 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.12@

 Employment Agreement dated as of December 24, 2020, between IR. Med Ltd. Limor Davidson Mund (incorporated by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.14@

 Consulting Agreement dated November 19, 2019, between IR. Med Ltd. and Yaniv Cohen (incorporated by reference to Exhibit 10.14 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.15@

 Employment Agreement dated as March 2, 2021, between IR. Med Ltd. and Aharon Binur (incorporated by reference to Exhibit 10.15 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.16

 Form
 of Securities Purchase Agreement, dated December 24, 2021, by and among IR-Med, Inc. and the Purchasers (incorporated by reference
 to Exhibit 10.16 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.17

 Form
 of Common Stock Purchase Warrants (incorporated by reference to Exhibit 10.17 to the Registrant's Registration Statement on
 Form S-1 filed with the SEC on May 7, 2021)

 10.18@

 2020
 Incentive Stock Plan (incorporated by reference to Exhibit 10.18 to the Registrant's Registration Statement on Form S-1 filed
 with the SEC on May 7, 2021)

 10.19@

 Form
 of Stock Option Award Agreement under the 2020 Incentive Stock Plan (incorporated by reference to Exhibit 10.19 to the Registrant's
 Registration Statement on Form S-1 filed with the SEC on May 7, 2021)

 10.20@

 Employment
 Agreement dated as of June 22, 2021, between Dr. Rom Eliaz and IR.Med Ltd. (incorporated by reference to Exhibit 10.20 to the Registrant's
 Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on August 26, 2021)

 10.21@

 Lease
 Agreement dated between IR. Med Ltd. and Algaennovation Ltd. dated as of February 1, 2020 [English Language Translation] (incorporated
 by reference to Exhibit 10.20 to the Registrant's Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC
 on August 26, 2021)

 10.22

 Amendment
 to Lease Agreement [English Language Translation] (incorporated by reference to Exhibit 10.20 to the Registrant's Amendment
 No. 1 to Registration Statement on Form S-1 filed with the SEC on August 26, 2021)

 10.23@

 Employment
 agreement between IR.Med Ltd. and Moshe Gerber dated as of May 22, 2022 (incorporated by reference as Exhibit 10.1 to the report
 on Form 8-K filed on May 2, 2022)

 10.24

 Distribution
 and License Agreement dated as of October 7, 2022, between IR.Med Ltd. and PI Prevention Care LLC (incorporated by reference as Exhibit
 10.1 to the quarterly report on Form 10-Q for the quarter ended September 30, 2023 filed on November 14, 2022)

 10.25

 Termination
 and Settlement Agreement, dated as of May 22, 2023, by and among IR-Med, Inc., IR. Med Ltd. and Moshe Gerber (incorporated by reference
 to Exhibit 10.1 of our current report on Form 8-K filed on May 24, 2023)

 10.26

 Form
 of 2023 Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
 10-Q filed with the SEC on August 14, 2023)

 10.27*

 Form on Warrant Extension dated December 20, 2023, signed between the Company and certain warrant holders.

 10.28*

 Amendment and Extension to 2015 Loan Agreement between the Company and Aharon Klein, dated March 1, 2024.

 10.29*

 Amendment and Extension to 2015 Loan Agreement between the Company and Yaniv Cohan, dated March 1, 2024.

 10.30*

 Amendment and Extension to 2017 Loan Agreement between the Company and Yaniv Cohan, dated March 1, 2024.

 10.31*

 Amendment and Extension to Convertible Bridge Loan between the Company and certain investors, dated March 1, 2024.

 21.1

 List
 of Subsidiaries (incorporated by reference to Exhibit 10.20 to the Registrant's Amendment No. 1 to Registration Statement on
 Form S-1 filed with the SEC on August 26, 2021)

 31.1

 Certification
 of Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 31.2

 Certification
 of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act
 of 1934

 32.1

 Certification
 of Chief Executive Officer (Principal Executive Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certification
 of Chief Financial Officer (Principal Financial and Accounting Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley
 Act of 2002

 @
 Management Contract or Compensatory Plan Arrangement

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 * Previously Filed

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 IR-MED, INC.

 By:

 /s/ Aharon Klein

 Klein

 Interim
 Chief Executive Officer (Principal Executive Officer)

 Date:

 By:

 /s/
 Sharon Levkoviz

 Sharon
 Levkoviz

 Chief
 Financial Officer, Treasurer and Secretary

 (Principal
 Financial and Accounting Officer)

 Date:

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Oded Bashan

 Chairman
 of the Board

 Oded

 /s/
 Aharon Klein

 Chief
 Executive Officer, Chief Technology Officer, Director

 Klein

 (Principal
 Executive Officer)

 /s/
 Sharon Levkoviz

 Chief
 Financial Officer

 Sharon
 Levkoviz

 (Principal
 Financial and Accounting Officer)

 /s/
 Ohad Bashan

 Ohad

 /s/
 Ron Mayron

 Ron
 Mayron

 /s/
 Yaniv Cohen

 Yaniv
 Cohen

INC.

 and
subsidiary

Financial Statements

31, 2023

 F- 1

Inc.

Financial Statements as of December 31, 2023

 Contents

 Page

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity

 Statements of Cash Flows

 Notes

 - F-32

 F- 2

 Somekh
Chaikin

 KPMG
Millennium Tower

Ha'arba'a Street, PO Box 609

 Tel
Aviv 61006, Israel

 +972
3 684 8000

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and the Board of Directors of IR Med, Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of IR-Med, Inc. and subsidiary (the Company) as of December 31, 2023 and 2022,
the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the years in the
two-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023, and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,
2023, in conformity with U.S. generally accepted accounting principles.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1b to the consolidated financial statements, the Company has suffered recurring losses from operations and has an accumulated
deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1b. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Somekh
Chaikin

 Member
Firm of KPMG International

 We
have served as the Company's auditor since 2020.

 Tel
Aviv, Israel

 March 29, 2024

 KPMG
Somekh Chaikin, an Israeli partnership and a member firm of the KPMG global organization of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee.

 F- 3

Inc.

 Balance Sheets as of December 31

 2023

 2022

 Note

 US

 Assets

 Current
 assets

 Cash and cash
 equivalents

 3,002

 Accounts
 receivable

 Total
 current assets

 3,057

 Non-current
 assets

 Long term restricted deposits

 Right of use assets

 Property
 and equipment, net

 Total
 non-current assets

 Total
 assets

 3,294

 Liabilities
 and stockholders' equity

 Current

 Trade and other payables

 Stockholders'
 loans

 -

 Total current

 Non-current

 Stockholders' loans

 -

 Long
 term lease liability

 -

 Total non-current

 Total

 Contingent
 liabilities and commitments

 Stockholders'
 equity

 Common stock, par value $ 0.001 per share, 250,000,000
 shares authorized: 69,931,056 and 68,808,970 issued and outstanding as of December 31, 2023, and 2022, respectively

 Additional paid-in capital

 15,135

 12,454

 Accumulated
 deficit

 ( 14,839
)

 ( 9,930
)

 Total
 stockholders' equity

 2,592

 Total
 liabilities and stockholders' equity

 3,294

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 4

Inc.

Statements of Operations

 2023

 2022

 For
 the year

 For
 the year

 ended

 ended

 31,

 31,

 2023

 2022

 Note

 US

 Research and development

 2,061

 1,885

 Marketing expenses

 and administrative expenses

 2028

 2,118

 Total operating
 loss

 4,911

 4,762

 income, net

 ( 2
)

 ( 28
)

 Loss
 for the year

 4,909

 4,734

 Loss per share

 Basic
 and dilutive loss per common stock (in U.S. dollars)

 ( 0.07
)

 ( 0.07
)

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 5

Inc.

Statement of Changes in Stockholders' Equity

 Additional

 paid-in

 Accumulated

 Common
 Stock

 Capital

 deficit

 Total

 Number
 of

 Shares

 US
 dollars (In Thousand)

 Balance as of
 January 1, 2023

 68,808,970

 12,454

 ( 9,930
)

 2,592

 Stock-based compensation

 122,086

 - *

 1,682

 1,682

 Private
 placement of common stock and warrants

 1,000,000

 1,000

 Loss
 for the year

)

)

 as of December 31, 2023

 69,931,056

 15,135

 ( 14,839
)

 Balance as of January 1,
 2022

 64,601,649

 7,503

 ( 5,196
)

 2,371

 64,601,649

 7,503

 ( 5,196
)

 2,371

 Stock-based compensation

 88,000

 - *

 1,330

 -

 1,330

 Private
 placement of common stock and warrants

 4,119,321

 3,621

 -

 3,625

 Loss
 for the year

)

)

 as of December 31, 2022

 68,808,970

 12,454

 ( 9,930
)

 2,592

 68,808,970

 12,454

 ( 9,930
)

 2,592

 (*)

 Represents
 an amount less than US$ 1 thousand

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 6

Inc.

Statements of Cash Flows

 2023

 2022

 For
 the year

 For
 the year

 ended

 ended

 31,

 31,

 2023

 2022

 US

 Cash flows
 from operating activities

 Loss for the year

)

)

 Adjustments to reconcile loss
 for the year to net cash used in operating activities:

 Stock based compensation

 1,682

 1,330

 Depreciation

 Accrued financial income

 ( 3
)

 ( 28
)

 Decrease (increase) in accounts
 receivable

 ( 25
)

 Increase in trade and other payables

 Net
 cash used in operating activities

 ( 3,232
)

 ( 3,375
)

 Cash flows
 from investing activities

 Purchase of property and equipment

 ( 2
)

 ( 50
)

 Increase
 in long term deposit

 -

 ( 9
)

 Net
 cash used in investing activities

 ( 2
)

 ( 59
)

 Cash flows
 from financing activities

 Proceeds
 from private placement of common stock and warrants.

 1,000

 3,625

 Net
 cash provided by financing activities

 1,000

 3,625

 Effect
 of exchange rate changes on cash

 ( 1
)

 ( 4
)

 Net (decrease)
 increase in cash and cash equivalents

 ( 2,235
)

 Cash and cash equivalents
 as at the beginning of the year

 3,002

 2,815

 Cash
 and cash equivalents as at the end of the year

 3,002

 Non-cash
 financing Activities:

 Increase in right of use assets
 against lease liability

 -

 Increase in right of use assets
 against long term restricted deposits

 -

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 7

Inc.

 Notes

 Note
1 - General

 A.

 Description
 of Business

 Inc. (OTC QB: IRME, hereinafter: the "Parent Company") was incorporated in Nevada in 2007. IR-Med, Inc. was previously
 named International Display Advertising, Inc. and changed its name to IR-Med, Inc. in January 2021.

 The
 registered office of IR-Med, Inc. and the corporate headquarters and research facility of IR. Med, Ltd. are located in Rosh Pina,
 Israel. The Parent Company and the Subsidiary are at times collectively referred to as the "Company".

 The
 Company is a development stage medical device company developing its technology through its Subsidiary and is utilizing Infra-Red-light
 spectroscopy (IR) combined with Artificial Intelligence (AI) technology platform to develop non-invasive devices for various medical
 indications, by detecting and measuring various biomarkers and molecules in the blood and in human tissue in real-time. The initial
 product candidates which are currently in various stages of development are non-invasive, user friendly and designed to address the
 medical needs of large and growing target patient groups by offering earlier and more accurate information for detection, which is
 expected to reduce healthcare expenses and reducing the widespread reliance on antibiotics administration, and other interventional
 options optimizing the delivery of the targeted medical services and, as a result, improving the efficacy and safety of administered
 treatments.

 B.

 Going
 Concern

 The
 Company is in its development stage and does not expect to generate significant revenue until such time as the Company shall have
 completed the design and development of its initial product candidate and obtained the requisite approvals to market the product.
 During the year ended December 31, 2023, the Company has incurred losses of US$ 4,909 thousand and had a negative cash flow from operating
 activities of US$ 3,232 thousand. The accumulated deficit as of December 31, 2023, is US$ 14,839 thousand.

 Management's
 plans regarding these matters include continued development and marketing of the Company's products, as well as seeking additional
 financing arrangements. Although management continues to pursue these plans, there is no assurance that the Company will be successful
 in raising the needed capital from revenues or financing on commercially acceptable terms. The Company will require additional liquidity
 to continue its operations over the next 12 months.

 Following
 the brutal attacks on Israel, the mobilization of army reserves and the Israeli Government declaring a state of war (the "Iron
 Swords War") in October 2023, there has been a decrease in Israel's economic and business activity. The security situation
 has led, inter alia, to a disruption in the chain of supply and production, a decrease in the volume of national transportation,
 a shortage in manpower as well as a decrease in the value of financial assets and a rise in the exchange rate of foreign currencies
 in relation to the shekel.

 F- 8

 Inc.

 Notes

 Note
1 - General (Cont'd)

 B.

 Going
 Concern (cont'd)

 At this time, the Company has assessed, on the basis of the information it has as of the date of the approval of these financial statements,
that the current events and the escalation in security in Israel, may have a material effect on the business plans of the Company in the
short term. As a result of the movement and work restrictions in Israel, the Company has begun operating on a limited scale. These restrictions
and the shortage in manpower may cause delays in the Company's research and development activities and in its marketing efforts.
In addition, the situation has brought further difficulties in management's efforts to seek additional financing arrangements. Since
this is an event that is not under the control of the Company, and matters such as the fighting continuing or stopping may affect the
Company's assessments, as at the reporting date the Company is unable to assess the extent of the effect of the Iron Swords War
on its business

 On
 June 12, 2023, the Company entered into a subscription agreement with one investor pursuant to which the Company issued 1,000,000
 shares of its common stock at a per share price of $ 1.00 and warrants to purchase up to an additional 1,000,000 shares of common
 stock at a per share exercise price of $ 1.40. The warrants expire on the third anniversary from the date of the issuance of the warrants
 to the holder. The Company is entitled to accelerate the warrant exercise period for all or a part of the then outstanding warrants
 by written notice to the holder if the publicly traded price of the Company's common stock equals or exceeds $ 2.50 per share
 (which amount may be adjusted for certain capital events, such as stock splits, as
described herein) and the corresponding average daily trading volume
 during such period shall equal or exceed 75,000 shares, in each case for the preceding forty (40) consecutive trading days. The Company
 received aggregate proceeds of $ 1,000,000 from this financing.

 As
 a result of the Company's financial condition substantial doubt exists that the Company will be able to continue as a going
 concern for one year from the issuance date of this 2023 Annual Report. The consolidated financial statements do not include any
 adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the
 Company is unable to continue as a going concern.

 Note
2 - Summary of Significant Accounting Policies

 A.
 Basis of Presentation

 The
 financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").
 These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going
 concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course
 of business. However, substantial doubt about the Company's ability to continue as a going concern exists.

 F- 9

 Inc.

 Notes

 Note

 B.
 Functional Currency

 The
 Company finances its operations in U.S. dollars. While the majority of the Group's operations are currently conducted
 in Israel, a significant part of the Company's expenses is denominated and determined in U.S. dollars Future revenues are expected
 to be earned in US dollars. The Company's management believes that the U.S. Dollar is the currency of the primary economic
 environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and
 reporting currency of the Company is the U.S. Dollar.

 The
 Company's transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-Dollar
 transactions and balances have been re-measured to U.S. Dollars in accordance with Accounting Standards Codification (ASC) 830,
 "Foreign Currency Matters", of the Financial Accounting Standards Board ("FASB"). All transaction gains and losses from
 re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as
 financial income or expenses, as appropriate.

 C.
 Principles of Consolidation

 The
 consolidated financial statements include the accounts of the Parent Company and its wholly owned Subsidiary, IR. Med, Ltd. Intercompany
 transactions and balances have been eliminated in consolidation.

 D.
 Use of Estimates

 The
 preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions
 that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the
 consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant items subject to
 such estimates and assumptions including fair value of share-based compensation and legal claims. Actual results could differ from
 those estimates.

 E.
 Cash and Cash Equivalents

 The
 Group considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.
 Cash equivalents are stated at their carrying values, which approximates their fair values.

 F.
 Property and Equipment

 Property
 and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Maintenance and repair
 expenses are charged to operation as incurred. Depreciation is calculated on the straight-line method based on the estimated useful
 lives of the assets and commences once the assets are ready for their intended use. The cost of property and equipment include expenditure
 that is attributable to the acquisition of the assets.

 F- 10

Inc.

 Notes

 Note

 Annual
rates at depreciation are as follows:

of Annual Rates at Depreciation

 %

 Computers and electronics
 equipment

 10 - 33

 Laboratory equipment

 Furniture and equipment

 Leasehold improvements

 G.
 Research and Development Expenses

 Research
 and development expenses are expensed as incurred. Those expenses include payments to third party consultants, expenses related to
 conducting clinical and pre-clinical trials, salaries and related personnel expenses.

 H.
 Fair Value of Financial Instruments

 The
 carrying amounts of the Company's financial instruments, including cash and cash equivalents, accounts receivables, trade and
 other accounts payable and stockholders' loans do not significantly vary from their fair values. Amounts from related parties'
 approximate fair value because of their short-term nature.

 Fair
 value for the measurement of financial assets and liabilities is defined as the price that would be received to sell an asset or
 paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is
 a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset
 or liability. The Group utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes
 the inputs into three broad levels as follows:

 Level
 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

 F- 11

 Inc.

 Notes

 Note

 H.

 Fair
 Value of Financial Instruments (cont'd)

 Level
 2 inputs are quoted prices for identical or similar assets or liabilities in less active markets or model derived valuations in which
 significant inputs are observable for the asset or liability, either directly or indirectly through market corroboration.

 Level
 3 inputs are unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value.

 By
 distinguishing between inputs that are observable in the marketplace, and therefore more objective, and those that are unobservable
 and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial
 asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant
 to the fair value measurement.

 I.
 Warrants

 The Company assesses whether warrants issued require accounting as derivatives. The Company determined that the warrants were (1) indexed
to the Company's own stock and (2) classified in stockholders' equity in accordance with FASB ASC Topic 815, Derivatives and
Hedging. As such the Company has concluded the warrants meet the scope exception for determining whether the instruments require accounting
as derivatives and should be classified in stockholders' equity

 J.
 Commitments and Contingencies

 Liabilities
for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is
probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 K. Accounting for Share-Based Compensation

 Stock
 Option Plan

 The
 Group recognizes all employee and nonemployee stock-based compensation as a cost in the consolidated financial statements. For awards
 with a graded vesting schedule, the Company uses the graded vesting attribution approach to recognize compensation cost over the
 vesting period.

 The
 Group estimates grant date fair value using the Black-Scholes-Merton option-pricing model and estimates the number of forfeitures
 expected to occur.

 L.
 Income taxes

 Income
 taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax
 consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and
 their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using
 enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
 or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that
 includes the enactment date. The Group records valuation allowances to reduce deferred income tax assets to the amount that is more
 likely than not to be realized.

 F- 12

Inc.

 Notes

 Note

 L.
 Income taxes(cont'd)

 The
 Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized
 income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition
 or measurement are reflected in the period in which the change in judgment occurs. The Company accounts for interest and penalties
 related to an underpayment of income taxes as a component of income tax expense.

 M.
 Concentrations of credit risks

 instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents.
 Cash and cash equivalents are held in commercial banks in the U.S. and in Israel. Management believes that the financial institution
 that holds the Group investments have high credit ratings. The Group has no off-balance-sheet concentration of credit risk such as
 foreign exchange contracts, option contracts or other foreign hedging arrangements.

 N.
 Employee benefits

 Pension

 The
 Company's liability for severance pay for its Israeli employees is calculated pursuant to Israeli severance pay law based on
 the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. Those employees
 are entitled to one month's salary for each year of employment or a portion thereof.

 The
 Group has a defined deposit plan in respect of the Company's obligation to pay the benefit component of provident funds as
 well as in respect of its employees to whom section 14 of the Dismissal Compensation Law applies. pursuant to the terms of Section
 14 of the Israeli Severance Pay Law, 1963, according to which the current deposits in the pension fund and/or with the insurance
 company exempt the Company from any additional obligation to these employees for whom the said depository payments are made. During
 the years ended December 31, 2023, and 2022, the Company paid for severance pay for its Israeli employees amounts of NIS 415 thousand
 (approximately US$113 thousand) and NIS 461 thousand (approximately US$144 thousand), respectively.

 Short-term
 benefits

 Short-term
 employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the
 actual absence of the employee when the benefit is not accumulated (such as maternity leave).

 The
 employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits depending on when
 the Group expects the benefits to be wholly settled.

 O.
 Governments grants

 The
 Company records grants received from the Israel Innovation Authority (the "IIA", formerly known as the Office of the
 Chief Scientist of the Israeli Ministry of Industry and Trade) as a liability, if it is probable that the Company will have to repay
 the grants received. If it is not probable that the grants will be repaid, the Company records the grants as a reduction to research
 and development expenses. Royalties paid to the IIA are recognized as a reduction of the above-mentioned liability.

 F- 13

Inc.

 Notes

 Note

 P. Leases

 The
 Subsidiary is a lessee in several noncancellable operating leases, primarily for transportation. The Company accounts for leases
 in accordance with Topic 842, Leases. The Company determines if an arrangement is or contains a lease at contract inception. The
 Company recognizes a right-of-use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease
 liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date.

 Key
 estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to
 present value, (2) lease term and (3) lease payments.

 Operating
 leases are included in ROU assets and trade and other payables in the consolidated balance sheet.

 Topic
 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot
 be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the
 lease because it does not have access to the lessor's estimated residual value or the amount of the lessor's deferred
 initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The
 Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to
 borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized
 basis, it uses the interest rate it pays
 on its noncollateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the amount of
 the lease payments, the lease term, and the effect on that rate of designating specific collateral with a value equal to the unpaid
 lease payments for that lease.

 Our subsidiary occupies approximately 130 square meters of facilities, under an agreement for shared office space and services that expires
upon 90 days' notice by either our subsidiary or the landlord (See also note 18-B4).

 Lease
 payments included in the measurement of the lease liability comprise of the following:

 —

 Fixed
 payments, including in-substance fixed payments, owed over the lease term (which includes termination penalties the Company would
 owe if the lease term assumed the Company's exercise of a termination option);

 —

 Variable
 lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date.

 The
 Right of Use (ROU) asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease
 payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.

 F- 14

Inc.

 Notes

 Note

 P.
Leases (Cont'd)

 For
 operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability,
 plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received.
 Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 Variable
 lease payments associated with the Company's leases are recognized when the event, activity, or circumstance in the lease agreement
 on which those payments are assessed occurs. Variable lease payments are presented as operating expense in the Company's consolidated
 statements of income in the same line item as expense arising from fixed lease payments (operating leases) or amortization of the
 ROU asset (finance leases).

 The
Company uses the long-lived assets impairment guidance in Accounting Standards Codification ("ASC") Subtopic 360-10, Property,
Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to
recognize. The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment
results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU
asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the
adjustment that would result in a negative ROU asset balance is recorded in profit or loss. Operating lease ROU assets are presented
as operating lease right of use assets on the consolidated balance sheet. The current portion of operating lease liabilities is included
in trade and other payables and the long-term portion is presented separately as operating lease liabilities on the consolidated balance
sheet.

 The
 Company recognizes the lease payments associated with its leases of motor vehicles as an expense on a straight-line basis over the
 lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other
 Company leases.

 Q. Stockholders' loans

 Shareholders' loans with terms that were amended after the reporting
date are considered in determining the classification of debt at the reporting date. Due to agreements reached in 2024 between the shareholders
and the Company regarding the repayment date of the loan (see note 8), the shareholders' loans at December 31, 2023 are classified
as non-current liabilities.

 F- 15

Inc.

 Notes

 R.
 New Accounting Pronouncements

 In
December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosure.
The standard requires to disclose additional information in tax rate reconciliation table about federal, state and foreign income taxes
and to provide more details about the reconciling items in some categories. The standard will become effective for fiscal years beginning
after December 15, 2024. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial
statements.

 Note
3 - Cash and Cash Equivalents

of Cash and Cash Equivalents

 2023

 2022

 US

 Cash - NIS

 Cash
 - US dollars

 2,836

 Total

 3,002

 Note
4 - Accounts Receivable

of Accounts Receivable

 2023

 2022

 US

 Prepaid expenses

 Government institutions

 Related
 parties

 Total Accounts Receivable

 Note
5 – Property and Equipment, net

of Property and Equipment, Net

 2023

 2022

 US

 Computers and
 electronics' equipment

 Laboratory equipment

 Furniture and equipment

 Leasehold
 improvement

 Property and Equipment, Gross

 Less
 – accumulated depreciation

 ( 37
)

 ( 20
)

 Property and Equipment,
 Net

 F- 16

 Inc.

 Notes

 Note
6 - Leases

 The
Company has six lease contracts for motor vehicles used in its operation. Leases of motor vehicles generally have lease terms of three
years which are all classified as operating leases. The contracts expire on various dates, the latest of which is February
2025.

 The
above operating leases are included in "Right-of-use assets" on the Company's Consolidated Balance Sheets as of December
31, 2023, and represent the Company's right to use the underlying asset for the lease term. The Company's obligations to
pay lease payments are included as "Lease liability" on the Company's Consolidated Balance
Sheets as of December 31, 2023. Based on the present value of the lease payments for the remaining lease term of the Company's
existing lease agreements, the Company recognized operating right-of-use assets and operating lease liabilities of approximately US$ 170
thousand on January 1, 2022. The Company uses its incremental borrowing yearly rate of 5.8 % based on the information available at the
commencement date to determine the present value of the lease payments.

the years ended December 31, 2023, and 2022, the Company recognized expenses of US$ 78 thousand and US$ 101 thousand from leases
of motor vehicles, respectively.

the years ended December 31, 2023, and 2022, the Company recognized a decrease in right-of-use assets of US$ 71 thousand and US$ 15 thousand,
respectively.

 Maturities
of lease liabilities under noncancellable leases as of December 31, 2023, are as follows: (US dollars in thousands):

of Maturities of Noncancellable Leases

 2023

 2024

 2025

 Total future minimum lease
 payments

 Less
 imputed interest:

 ( 11
)

 Present
 value of operating lease liabilities

 F- 17

 Inc.

 Notes

 Note
7 - Trade and Other Payables

of Trade and other Payables

 2023

 2022

 US

 Trade payables

 Accrued expenses

 Payroll and related accruals

 Advance from customer

 Lease liability

 Related Parties

 Other

 -

 Trade and other payables

 Note
8 - Stockholders' Loans

 A.

 In
2015, certain of the Company's stockholders granted loans to the Company to finance its ongoing operation (hereinafter: the "2015
Loans"). These loans bear interest at an annual rate ranging in 2023 and 2022 from 2.90 %
to 2.42 %.
 Under
the original loan terms, the aggregate loan amount is payable to the lenders by the Company only upon the approval of the Company's
board of directors that the Company's profits reached an amount of US$500 thousand and upon such terms and in such installments
as shall be determined by the Company's board of directors.

 In
 March 2020, the Company and the lender agreed to amend the terms of the 2015 Loan and the repayment date was extended to December
 31, 2023. On March 1, 2024, the Company and the lender agreed to extend the repayment date to December 31, 2025.

 As
 of December 31, 2023, and 2022, the carrying amounts of the 2015 Loans were US$ 34 thousand.

 In
 2017, one of the Company's shareholders provided the Company with a loan to finance its ongoing operation (hereinafter: the
 "2017 Loan"). This loan bears interest at annual rate ranging in 2023 and 2022 from 2.90 % to 2.42 % annually. Under the
 original loan terms, the aggregate loan amount was repayable by the Company upon the closing of an investment in the Company with
 proceeds greater than US$500 thousand.

 In
 March 2020, the Company and the lender agreed to amend the terms of the 2017 Loan and the repayment date was extended to December
 31, 2023. On March 1, 2024, the Company and the lender agreed to extend the repayment date to December
 31, 2025.

 As
 of December 31, 2023, and 2022, the carrying amounts of the 2017 Loan were US$ 4 thousand.

 F- 18

 Inc.

 Notes

 Note
8 - Stockholders' Loans (cont'd)

 B.

 Convertible
 Loan

 On
 March 6, 2018, certain of the Company's shareholders entered with the Company into a convertible bridge loan agreement (the
 "2018 CLA").

 In
 accordance with 2018 CLA, the loan bears interest at a rate per annum equal to three percent (3%) compounded and accrued annually,
 and was originally repayable on December 31, 2018, or later date as determined by the shareholders representing more than 80% of
 IR. Med, Ltd.'s issued and outstanding shares who has also provided loans with terms similar to the terms of the agreement ('Majority
 Lenders"), unless earlier converted to shares.

 The
 CLA included certain scenarios in which the loan may be converted ("Optional conversion"), and certain scenarios in which
 the loan is automatically converted ("Mandatory conversion").

 In
 case of an Exit event, as described in the 2018 CLA, the loan and all accrued interest will be either converted to shares or
 repaid at 200% of the outstanding amount all as per the Majority lenders decision.

 The
 Company recorded the loan amount as a liability, applying the accounting guidance in ASC 835-30. The embedded derivatives identified
 by the Company relating to the Exit event and Optional conversion were estimated by the Company as immaterial amounts.

 In
 late 2018, the Majority Lenders agreed to defer the repayment date of the loan to a later date, after December 31, 2019. During 2018
 and 2019 the convertible loan was not converted into shares.

 In
 March 2020, the Company and the lenders agreed to amend and restate the 2018 CLA ("the Amended CLA") pursuant to which
 the lenders waived any and all rights to convert their respective outstanding loan amounts, and the repayment date was set to December
 31, 2023. In addition, in case of an Exit event, as described in the Amended CLA, the loan and all accrued interest will be fully
 repaid immediately following the exit event.

 On
 March 1, 2024, the Company and the lenders agreed to extend the repayment date to December 31, 2025.

 Financing
 expenses recorded in respect of the loan during 2023 and 2022 were US$ 3 thousand and US$ 5 thousand respectively.

 As
 of December 31, 2023, and 2022, the carrying amounts of the loans were US$ 123 thousand and US$ 124 thousand, respectively.

 F- 19

 Inc.

 Notes

 Note
9 - Stockholders' Equity

 A.

 Common
 Stock

 As
 of December 31, 2023, the Company has 69,931,056 shares of Common Stock issued and outstanding.

 Each
 share of IR-Med, Inc. s common stock entitles its holder to one vote, and all shares rank equally as to voting and other matters.

 Dividends
 may be declared and paid on the common stock from funds legally available therefor, if, as and when determined by the Board of Directors.

 B.

 Financing
 round

 (I)

 the first four months of 2021, the Company raised in the aggregate an additional $ 3,525,000 net of issuance cost of $ 223,000. According
 to the agreements, the Company shall issue to the Investors 5,507,813 units of its securities (hereinafter: "Unit" and
 collectively the "Units") at a price per Unit of $ 0.64. Each Unit is comprised of two shares of IR-Med, Inc.'s common
 stock and one warrant to purchase an additional share of IR-Med, Inc.'s common stock, exercisable for a three-year period from
 the date of issuance at a per share exercise price of $ 0.64, subject to certain limited adjustments.

 (II)

 Between
 April 2022 through July 2022, the Company entered into a securities purchase agreement with six accredited investors providing for
 the issuance and sale to such investors of an aggregate of 4,119,321 shares of the Company common stock and warrants for an additional
 4,119,321 shares of the Company common stock, exercisable through 2024, at a per share exercise price of $ 1.10, subject to certain
 limited adjustments. The aggregate gross proceeds from the private placement were approximately $ 3,625,000.

 (III)

 On
 June 12, 2023, the Company entered into a subscription agreement with one investor pursuant to which the Company issued 1,000,000
 shares of its common stock at a per share price of $ 1.00 and warrants to purchase up to an additional 1,000,000 shares of common
 stock at a per share exercise price of $ 1.40. The warrants expire on the third anniversary from the date of issuance of the warrants
 to the holder subject to certain limited adjustments. The aggregate gross proceeds from the private placement were approximately
 $ 1,000,000.

 F- 20

 Inc.

 Notes

 Note
9 - Stockholders' Equity (cont'd)

 C.

 Share-based compensation

 On December 23, 2020, the
 Group's board of directors approved, and the shareholders adopted a share-based compensation plan ("2020 Incentive Stock
 Plan") for future grants by the Parent Company. On September 27, 2023, our Board approved a further amendment to the 2020
 Incentive Stock Plan to increase the number of shares authorized for issuance of awards under the 2020 Incentive Stock Plan from 16,000,000
 shares to an aggregate of 17,500,000
 shares of common stock. The holders of a majority of our voting stock approved such an increase.

 As of December 31, 2023,
 the Parent Company awarded to its employees and service providers options to purchase up to 15,544,175
 shares of common stock, of which options for 7,821,175
 shares were at an exercise price of US$ 0.32
 per share, options for 7,043,000
 shares were at an exercise price of US$ 0.58
 per share, options for 480,000
 shares were at an exercise price of US$ 0.01
 per share and options for 200,000
 shares were are an exercise price of US$ 0.64
 per share. As of December 31, 2023, options for 12,494,480
 shares were vested with weighted average of exercise price of US$ 0.4, and the remaining balance has a vesting period ranging
 between one to five years. The options are exercisable for periods ranging between three
 to 10
 years from the vesting date.

 Options awarded:

of Share Based Compensation Options Awarded

 Number of options

 2023

 Weighted average of exercise price

 Number of options

 Outstanding
 as of beginning of year

 $

 0.4

 13,943,842

 Granted

 $

 0.58

 2,467,000

 Cancelled

 $

 0.32

 ( 866,667
)

 Outstanding
 as of end of year

 $

 0.42

 15,544,175

 On
June 12, 2022, the Parent Company entered into a consulting agreement for professional services. As part of this agreement, the parent
company granted the consultant 2,272 shares at par value per month. As of December 31, 2023, the parent company granted the consultant
 34,086 shares at par value.

 On
August 15, 2022, the Parent Company entered into a consulting agreement for professional services. As part of this agreement, the parent
company granted the consultant 88,000 shares at par value.

 F- 21

 Inc.

 Notes

 Note
9 - Stockholders' Equity (cont'd)

 C.

 Share-based
 compensation (cont'd)

 On
 June 1, 2023, the Parent Company entered into a consulting agreement for professional services. As part of this agreement, the
 Parent Company will grant the consultant 176,000
 shares at par value in four tranches. As of December 31, 2023, the Parent Company granted the consultant 88,000
 shares at par value.

 The
 grant was approved following the adoption of the 2020 Incentive Stock Plan by the Parent Company on December 23, 2020, and the
 adoption of the sub plan (the "Israeli appendix") on April 29, 2021. The Group recorded in the statement of operations
 a non-cash expense of US$ 1,682 thousands and US$ 1,330 thousands during the years ended December 31, 2023, and 2022, respectively.
As of December 31, 2023, there was US$ 534 thousand unrecognized compensation cost related to non-vested employees and consultants options.
The cost is expected to be recognized over a period of three years.

 The
 stock-based compensation expenses for the years ended December 31, 2023, and 2022 were recognized in the statements of operations
 as follows;

of Stock-Based Compensation Expenses

 2023

 2022

 Year ended December 31

 2023

 2022

 US

 Research
 and development expenses

 Marketing

 and administrative expenses

 Total
 stock-based compensation

 1,682

 1,330

 The
Company will not be allowed to claim as an expense for tax purposes the amounts charged as stock-based compensation expenses.

 The
following table sets forth information about the weighted-average fair value of options granted to employees and service providers during
the year period ended December 31, 2023, using the Black-Scholes-Merton option-pricing model and the weighted-average assumptions used
for such grants:

 F- 22

 Inc.

 Notes

 Note
9 - Stockholders' Equity (cont'd)

 C.

 Share-based compensation (cont'd)

of Stock Options, Valuation Assumptions

 For

 2023

 2022

 Dividend yields
 (see (I) below)

 0.0
 %

 0.0
 %

 Share price (in U.S. dollar)
 (see (II) below)

 0.53, 0.64

 0.53, 0.26

 Expected volatility (see (III)
 below)

 116 %- 84
 %

 82.77 %- 142.57
 %

 Risk-free interest rates (see
 (IV) below)

 3.61 %- 4.39
 %

 0.18 %- 4
 %

 Expected life (in years) (see
 (V) below)

 1.5 - 14.79

 1.5 - 14.79

 I.

 The
 Group used 0 % as its expected dividend yield, based on historic policies and future plans.

 II.

 The Company's common stock is quoted on the OTCQB. However, the Company considers its share price as it is traded on OTCQB to
not be an appropriate representation of fair value, since it is not traded on an active market. The Company determined that the market
is inactive due to low level of activity of the Company's common stock, stale or non-current price quotes and price quotes that
vary substantially either over time or among market makers. Consequently, the price of the Company's common stock has been determined
based on private placement equity offerings conducted in April 2021, July 2022 and June 2023 consisting of units comprised of shares of
common stock and warrants, at a per unit purchase price of $ 0.64, $ 0.88 and $ 1.00, respectively. In order to evaluate the price per share,
the warrant value has been deducted from the total unit price.

 III.

 As
 the Company is at its early stage of operation, there is not sufficient historical volatility for the expected term of the stock
 options. Therefore, the Group uses an average historical share price volatility based on an analysis of reported data for a peer
 group of comparable publicly traded companies which were selected based upon industry similarities.

 IV.

 The
 Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury
 yield curve in effect as of the date of grant.

 V.

 The
 expected life of the granted options was determined based on the estimated behavior of the grantees; since most of the grantees are
 executives, the Company assumed that the large majority of the options will be exercised prior to their expiration.

 F- 23

 Inc.

 Notes

 Note
10 - Contingent Liabilities and Commitments

 A.

 Israel
 Innovation Authority

 The
 Company operates within the framework of the Incubators Program (Directive No. 8.3 of the Ministry of Economy) ("The program").
 As part of this plan, 60 % of the approved program budget was financed by the IIA and 40 % by the shareholders. In return for the participation
 of the IIA, the Company is required to pay royalties at the rate of 3.5 % - 3 % of the sales of the developed products linked to the
 dollar until the repayment date of the full amount of the grants, plus annual interest at the SOFR rate. In addition, the IIA may
 stipulate any arrangement whereby the Company will be able to transfer the technology or development from Israel.

 As
 of December 31, 2023, the Company's maximum possible future royalties commitment, subject to future sales of such products
 and based on grants received from the IIA and not yet repaid, is approximately $ 376
 thousand (including interest in the amount of approximately $ 50
 thousand).

 For
 the years ending December 31, 2023, and 2022, no additional IIA grants were obtained.

 B.

 Vehicle
 Leases

 The
 Company has lease contracts for six motor vehicles used in its operations in Israel. Motor vehicle leases generally have lease terms
 of three years and require a deposit amount of three-monthly lease payment. As of December 31, 2023, the Company deposited an
 aggregate of NIS 83,520
 (approximately US$ 23,000)
 in respect of the vehicle leases.

 C.

 Long
 term deposits

 2021 the Company received a bank credit line in the amount of NIS 40,485

 (Approximately
 US$ 11,000) and pledged a security in the same amount.

 D.

 Legal
 claims

 On
 May 29, 2023, a lawsuit was filed against the Company, the Subsidiary and Mr. Aharon Klein (the "Plaintiff"), a Company Director and the
 Company's Chief Technology Officer in the Tel Aviv District Court of Israel, by an individual who provided, on part time
 basis, certain consulting services to the Subsidiary between October 2015 and October 2016, before the acquisition of the
 Subsidiary by the Company. The suit 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 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.

 The
 Company records a provision in its financial statements to the extent that it concludes that a contingent liability is probable,
 and the amount thereof is reasonably estimable. Based upon the status of the case described above, management's assessments
 of the likelihood of damages, and the advice of counsel, no provisions have been made regarding the matter disclosed in this note.
 Litigation outcomes and contingencies are unpredictable, and excessive verdicts can occur.

 Accordingly,
 management's assessments involve complex judgments about future events and often rely heavily on estimates and assumptions.

 F- 24

 Inc.

 Notes

 Note
11 - Research and Development Expenses

of Research and Development Expenses

 For

 2023

 2022

 US

 Salaries and related

 Subcontractors

 Materials

 Stock based compensation expenses

 Other

 Total
 research and development expenses

 2,061

 1,885

 Note
12 - Marketing Expenses

of Marketing Expenses

 For

 2023

 2022

 US

 Salaries and related

 -

 Professional expenses

 Other expenses

 Stock
 based compensation expenses

 Total
 marketing expenses

 F- 25

 Inc.

 Notes

 Note
13 - General and Administrative Expenses

of General and Administrative Expenses

 2023

 2022

 For

 2023

 2022

 US

 Salaries and related

 Professional expenses

 Rent and Maintenance

 Depreciation

 Other expenses

 Stock
 based compensation expenses

 Total
 general and administrative expenses

 2,028

 2,118

 Note
14 - Financial Expenses

of Financial Expenses

 2023

 2022

 For

 2023

 2022

 US

 Interest (income)
 expenses, net

 ( 20
)

 Exchange rate loss (gain)

 ( 35
)

 Other

 Total
 financial income, net

 ( 2
)

 ( 28
)

 F- 26

Inc.

 Notes

 Note
15 - Loss Per Share

 The
calculation of basic and diluted losses per share for the year ended on December 31, 2023, and 2022 was based on the losses attributable
to the Company's ordinary stockholders for the year divided by a weighted average number of ordinary shares outstanding. The calculation
of basic and diluted losses per share for the years ended on December 31, 2023, and 2022 are as follows:

of Basic and Diluted Losses Per Share

 31 2023

 31 2022

 For

 31 2023

 31 2022

 US

 Loss
 attributable to shareholders ($ in thousands)

)

)

 Weighted
 average number of ordinary shares:

 at beginning of year

 68,808,970

 64,601,649

 Effect
 of shares issued during the year

 595,381

 2,976,085

 Weighted-average
 shares – basic and dilutive as at end of year

 69,404,351

 67,577,734

 Basic
 and dilutive loss per share ($)

 ( 0.07
)

 ( 0.07
)

 As
of December 31, 2023, and 2022, options and warrants which were granted by the Group's board of directors were not included
in the loss per share computation because all such securities have an anti-dilutive effect for the year. Such securities totaled to 29,774,434
and 27,391,493, respectively.

 Note
16 – Income Taxes

 A.

 Corporate
 income tax rate

 a)

 The
 income tax rates relevant to the Parent company in Nevada for the years 2023 and 2022 was 21 %.

 The
 tax rates relevant to the Subsidiary for the years 2023 and 2022 was 23 %.

 Current
 taxes for the reported periods are calculated according to the enacted tax rates presented above.

 b)

 Tax
 benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (the "Investments Law").

 The
 Israeli Investments Law applies to Preferred Income derived or accrued in 2011 and thereafter by a Preferred Company.

 F- 27

 Inc.

 Notes

 Note
16 – Income Taxes (Cont'd)

 The
law provides a uniform and reduced income tax rate for all the Subsidiary's income entitled to the benefits ("Preferred Income").
Starting from tax year 2017, the tax rate on Preferred Income for a company operating in the same area as the Subsidiary is 7.5 %, subject
to terms as defined within the Investments law.

 B.

 Deferred
 tax assets

 The
following is a summary of the significant components of deferred tax assets:

of Deferred Tax Assets

 2023

 2022

 US

 Operating loss
 carryforwards

 1,678

 1,118

 Research and development
 costs capitalized for tax purposes

 Payroll and related payables

 Lease liability

 Total deferred tax assets

 2,117

 1,489

 Right of use asset- deferred
 tax liability

 ( 19
)

 ( 35
)

 Total deferred tax assets,
 net

 2,098

 1,454

 Valuation
 allowance for deferred tax assets

 ( 2,098
)

 ( 1,454
)

 Deferred
 tax assets, net of valuation allowance

 -

 -

 As
of December 31, 2023, and 2022, the Company has provided full valuation allowance of US$ 2,098 thousand and US$ 1,454 thousand against
its deferred tax assets given that it is not more likely than not that it will generate sufficient income for tax purposes to utilize
the available deferred tax assets in the foreseeable future.

 C.

 Accounting
 for uncertainty in income taxes

 For
 the years ended December 31, 2023, 2022, the Company did not have any significant unrecognized tax benefits. In addition, the Company
 does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months.

 The
 Company accounts for interest and penalties related to an underpayment of income taxes as a component of income tax expense. For the
 years ended December 31, 2023 and 2022, no
 interest and penalties related to income taxes have been accrued.

 D.

 Operating
 losses carry forwards and valuation allowance

 As
 of December 31, 2023, and 2022, the Company had operating loss carryforwards in the amount of US$ 7,668 thousand and US$ 4,825 thousand,
 respectively. The parent company and its subsidiary can reduce future taxable income with no limitation to the period of use.

 F- 28

Inc.

 Notes

 Note
16 – Income Taxes (Cont'd)

 E.

 Composition
 of loss from continuing operations before income taxes:

of Composition of Loss from Continuing Operations Before Income Taxes

 2023

 2022

 US

 Loss from continuing operations
 before income taxes:

 US

 Israel

 4,563

 4,451

 Loss from continuing operations before income taxes

 4,909

 4,734

 F.

 Income
 tax assessment

 As
 of December 31, 2023, the Subsidiary has tax assessments that are considered as final in Israel due to lapse of statute of
 limitation period, through tax year 2018. The Parent Company has not been assessed for income tax purposes in the U.S. since its
 inception and is open to examination by the IRS from the tax year 2019.

 G.

 Reconciliation
 of the statutory income tax expense (benefit) to actual income tax expense

 Reconciliation
 between the theoretical income tax expense, assuming all income is taxed at the federal statutory income tax rate applicable to income
 of the Parent Company and the actual income tax expense as reported in the statements of operations is as follows:

of Statutory Income Tax Expense (Benefit) to Actual Income Tax Expense

 For

 2023

 2022

 US

 Loss
 before income taxes as reported in the statements of operations

)

)

 Statutory
 tax rate

 %

 %

 Theoretical
 income tax benefit on the above amount at the US federal statutory income tax rate

 ( 1,031
)

 ( 994
)

 F- 29

Inc.

 Notes

 Note
16 – Income Taxes (Cont'd)

 G.

 Reconciliation
 of the statutory income tax expense (benefit) to actual income tax expense (cont'd)

 Additional tax (tax savings)
 in respect of:

 Nondeductible

 Differences in tax rates between
 statutory tax and income tax of the Subsidiary *

 ( 91
)

 ( 89
)

 Change in valuation allowance

 Effect of currency exchange
 differences

 Other

 Actual
 taxes on income

 -

 -

 (*)

 The
 Subsidiary operates in Israel in a tax jurisdiction with a corporate income tax rate of 23 %.

 H.

 Roll
 forward of valuation allowance

of Roll forward of Valuation Allowance

 US

 Balance on January 1, 2022

 Change
 in valuation allowance – income tax expenses

 Balance on December 31, 2022

 1,454

 Change
 in valuation allowances - Income tax expense

 Balance on December 31,
 2023

 2,098

 F- 30

Inc.

 Notes

 Note
17 - Related Parties Balances and Transactions

 The
Group's related parties are seven directors, four officers, one shareholder and two entities controlled by three of the Company's
shareholders.

 Schedule of Related Parties Balances and Transactions

 A.

 Balances
 with related parties

 2023

 2022

 US

 Assets

 Other
 receivables

 Liabilities

 Payables

 Accrued expenses

 Payroll and related

 Stockholders' loans

 B.

 Transactions
 with related parties

 For

 2023

 2022

 US

 Subcontractors
 and professional expenses (1)

 Salaries and related expenses
 (2)

 Stock based compensation (3)

 1459

 1,105

 Rent and Maintenance (4)

 Interest expenses, see note 8

 (1)

 For
 the years ended December 31, 2023, and 2022, the Company paid to two directors and one shareholder of the Parent Company an aggregate
 consideration of US$ 161 thousand and US$ 220 thousand, respectively, in respect of research and development services.

 For
 the years ended December 31, 2023, and 2022, the Company paid to one shareholder of the Parent Company and his relative an aggregate
 consideration of

 F- 31

Inc.

 Notes

 Note
17 - Related Parties Balances and Transactions (Cont'd)

 B.

 Transactions
 with related parties (cont'd)

 US$ 150
 thousand and US$ 111
 thousand, respectively in respect to consulting services.

 For
 the years ended December 31, 2023, and 2022, the Company paid to the Parent Company non-employee directors an aggregate consideration
 of US$ 36 thousand and US$ 130 thousand with respect of their services.

 (2)

 For
 the year ended December 31, 2023, the Company paid to four of its officers, salary and related expenses totaled to US$ 439 thousand.

 For
 the year ended December 31, 2022, the Company paid to one director of the Parent Company and four of its officers, salary and related
 expenses totaled to US$ 651 thousand, respectively, in respect thereof.

 (3)

 Following
 the adoption of the 2020 Incentive Stock Plan by the Parent Company on December 23, 2020, and the adoption of the sub plan (the "Israeli
 appendix") on April 29, 2021, the Parent Company granted during the year 2023 to its officer and shareholder and his relative
 1,636,000 options to purchase shares of Common Stock (See also note 9-C).

 The
Parent Company granted during the year 2022 to its directors, officers and a shareholder 5,200,000
 options to purchase shares of Common Stock (See
also note 9-C).

 (4)

 For
 the years ended December 31, 2023, and 2022, the Company paid a yearly amount of US$ 80 thousand and US$ 51 to an entity controlled
 by two of the Company's directors for rent and office services, respectively.

 Note
18 – Subsequent Events

February 2024, as a result of financial difficulties, the Company notified 10 of its 11 employees, including its then-Chief Executive
Officer, of the termination of their employment. The effective termination dates vary based on contractual notice periods, which range
between March 22, 2024, and April 22, 2024. In addition, the Board determined to limit its operations until such time as sufficient funds
that can support the Company's operations have been identified. During March 2024 following the approval of the IIA plan, the company canceled the termination notice of two employees.

 On
January 25, 2024, the Israel Innovation Authority (the "IIA") approved a program to develop a device for the early detection
of diabetic foot ulcers among diabetic patients, with a project budget of NIS 3,761,978 (approximately US$ 1,030,000) which includes
an amount equal to 50 % grant of the total budget provided at the time of the grant, disbursed in installments over the course of 13 months,
in accordance with the project's progress. In consideration for the grant by the IIA, the subsidiary is required to pay royalties
at the rate of 3 % - 5 % from the total sales until the repayment date of the full amount of the grant, plus annual interest at the SOFR
rate. In addition, the IIA must approve any arrangement whereby the Company seeks to transfer the technology relating to the project,
or its development, from Israel.

 F- 32