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Pulsenmore Ltd.

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Mar 30, 2026

PLSM$1.51-2.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31,2025

OR

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

OR

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

Date of event requiring this shell company report ____________

For the transition period from ____________ to ____________

Commission File No.:001-43033

Pulsenmore Ltd.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

State of IsraelOmarim St. 8, Omer, Israel
(Jurisdiction of incorporation or organization)(Address of principal executive offices)

Dr. Elazar Sonnenschein

Chief Executive Officer

8 Omarim St.

Omer, Israel

Tel: +972-526062075

Fax: +972 8 690 0466

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each class registeredTrading Symbol(s)Name of each exchange on which registered
Ordinary shares, par value NIS 0.00032 per sharePLSMThe Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025 and March 15, 2026:6,502,844 ordinary shares.

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

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☒

Indicate 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 during the preceding 12 months. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒
Emerging Growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark 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 7(a)(2)(B) of the Securities Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate 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.☐

Indicate 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). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☒Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes ☐ No☒

TABLE OF CONTENTS

Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATIONiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
PART I1
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY36
A.History and Development of the Company36
B.Business Overview36
C.Organizational Structure71
D.Property, Plants and Equipment71
ITEM 4A.UNRESOLVED STAFF COMMENTS71
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS71
A.Operating Results72
B.Liquidity and Capital Resources76
C.Research and Development, Patents and Licenses79
D.Trend Information79
E.Critical Accounting Estimates79
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES79
A.Directors and Senior Management79
B.Compensation82
C.Board Practices85
D.Employees98
E.Share Ownership99
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS100
A.Major Shareholders100
B.Related Party Transactions101
C.Interests of Experts and Counsel102
ITEM 8.FINANCIAL INFORMATION102
A.Consolidated Statements and Other Financial Information102
B.Significant Changes103
ITEM 9.THE OFFER AND LISTING103
A.Offer and Listing Details103
B.Plan of Distribution103
C.Markets103
D.Selling Shareholders103
E.Dilution103
F.Expenses of the Issue103

i

ITEM 10.ADDITIONAL INFORMATION103
A.Share Capital103
B.Articles of Association103
C.Material Contracts103
D.Exchange Controls103
E.Taxation104
F.Dividends and Paying Agents114
G.Statement by Experts114
H.Documents on Display114
I.Subsidiary Information114
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK115
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES116
PART II117
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES117
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS117
ITEM 15.CONTROLS AND PROCEDURES117
ITEM 16.[RESERVED]117
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT117
ITEM 16B.CODE OF ETHICS118
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES118
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES118
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS118
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT119
ITEM 16G.CORPORATE GOVERNANCE119
ITEM 16H.MINE SAFETY DISCLOSURE120
ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS120
ITEM 16JINSIDER TRADING POLICIES121
ITEM 16KCYBERSECURITY121
PART III122
ITEM 17.FINANCIAL STATEMENTS122
ITEM 18.FINANCIAL STATEMENTS122
ITEM 19.EXHIBITS122
SIGNATURES123

ii

INTRODUCTION

We are an emerging medical device company focused on research, development, manufacture, marketing, and sale of innovative, non-invasive portable ultrasound solutions that provide significant healthcare benefits by utilizing next-generation technology for home use. We currently have two primary products, the Pulsenmore ES and the Pulsenmore FC, and an additional third portable ultrasound solution that is in earlier developmental stages, the Pulsenmore MC. We collectively refer to our products as the “Pulsenmore Products”. The Pulsenmore Products open the door to a new market in the field of ultrasound – performing home scans in gynecology as well as in various other fields such as pulmonary, cardiology, and urology.

We were incorporated under the laws of the State of Israel in 2014. Our ordinary shares have been listed on the Nasdaq Capital Market, or Nasdaq, since January 21, 2026 under the symbol “PLSM”. Our ordinary shares have been listed on the Tel Aviv Stock Exchange, or TASE, since June 16, 2021 under the symbol “PLSM”.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.