As filed with the Securities and Exchange Commission on May 15, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT T ...

As filed with the Securities and Exchange Commission on April 18, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ☐ 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, 2023 OR OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell com ...

Table of Contents As filed with the Securities and Exchange Commission on May 11, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY ...

Financial Performance - The company reported revenues of USD 59.0 million for 2022, a 27% increase compared to USD 46.4 million in 2021 in constant currency[10]. - Adjusted EBITDA for the period was USD 4.1 million, a decrease of 35% from USD 6.4 million in 2021 in constant currency, primarily due to investments in the US and Germany[10]. - The company achieved a net profit of USD 0.2 million, compared to a net loss of USD 13.3 million in 2021 in constant currency[14]. - In Germany, revenues decreased by 16% to USD 13.4 million compared to 2021 in constant currency, attributed to increased R&D expenses and competition[15]. - In the US, revenues remained stable at USD 0.5 million, with significant investments leading to a negative contribution of approximately USD 3.0 million during the period[20][21]. - Revenues in Israel increased by 51% to USD 45.1 million compared to USD 30.0 million in 2021 in constant currency, largely due to the consolidation of Mediton results[23]. - The company has a cash position of USD 18.7 million at the end of the reported period, indicating a strong balance sheet[10]. Contracts and Market Expansion - The company secured a seven-year contract with BARMER, one of Germany's largest health insurers, for Doctors' Virtual Visit and Telehealth services, expanding access to over 12.5 million insured individuals[16][19]. - The company plans to commence direct-to-consumer sales in the US pending FDA OTC clearance, supported by an inventory of USD 5.6 million of SmartHeart® devices[22]. - The company commenced trading on Nasdaq® on April 3, 2023, which is expected to enhance visibility in the US market[27]. Corporate Structure and Governance - SHL operates in one business segment - telemedicine services, providing centralized remote diagnostic and monitoring services to end-users[53]. - The company has subsidiaries in Israel, Germany, and the U.S., with SHL Germany providing telemedicine services mainly through German health insurers[53]. - The financial statements committee was eliminated, and its tasks were transferred to the Audit Committee effective January 15, 2023[48]. - The company is subject to the corporate governance principles laid down in the Israeli Companies Law and the regulations of the SIX Swiss Exchange[51]. - The Board of Directors consists of eight members, including two Independent Directors, in compliance with Israeli regulations[104]. - The company has a diverse board with members holding various significant positions in the financial and healthcare sectors[119][121][123][124]. Share Capital and Ownership - As of December 31, 2022, SHL's market capitalization was CHF 217.3 million, with 14,683,644 shares issued out of an authorized capital of 250,000 NIS[57]. - As of December 31, 2022, the company had 100% ownership in several subsidiaries, including SHL Telemedicine International Ltd. and SHL Telemedicine USA, Inc.[59]. - As of December 31, 2022, Mrs. Mengke Cai and Kun Shen hold 5,969,413 ordinary shares, representing 40.65% of the voting rights[64]. - More Provident Funds and Pension Ltd increased its holdings to 1,812,525 shares, accounting for 11.06% of the voting rights[67]. - The total share position of the Company as of December 31, 2022, includes 2,735,305 shares (18.63%) related to shares and granted incentive plan options[67]. - The authorized share capital is NIS 250,000, divided into 25,000,000 ordinary shares with a par value of NIS 0.01 each[71]. - As of December 31, 2022, the issued and outstanding share capital was NIS 146,822.72, consisting of 14,682,272 ordinary shares[72]. Compensation and Incentives - The Company is not aware of any cross-shareholdings exceeding 5% of the share capital and voting rights by any significant shareholders[70]. - Under the 2021 Share Incentive Plan, a maximum of 4,077,346 options are reserved for issuance, with 1,969,119 options available for grant as of the date hereof[75]. - The weighted average exercise price of options outstanding at the end of 2022 was CHF 11.85, with a fair value of CHF 3,215,749[80]. - The Company held 1,372 of its own Ordinary Shares as of December 31, 2022, which do not confer voting rights[92]. - The Company has no Convertible Bonds issued, and all options are detailed in the authorized capital section[102]. - The Compensation Policy aims to align officer compensation with SHL's long-term goals and risk management policies[185]. - The aggregate fair value of share-based compensation for officers is capped at 1.5 times the annual base salary for each officer, and 2.5 times for the CEO, over a three-year period[189]. - The annual cash bonus for executive officers can be up to 12 times the CEO's base salary and up to 6 times for other VPs[196]. - A minimum performance threshold of 80% of target KPIs is required for any annual bonus payment[195]. Board Activities and Committees - The Board of Directors approved the elimination of the FS Committee on January 15, 2023, transferring its functions to the Audit Committee[155]. - The Audit Committee held two meetings during the year, each lasting approximately 1 hour, with attendance from the CEO, CFO, and external auditors[148]. - The Compensation Committee conducted five meetings in the year, with an average duration of approximately 1 hour, attended by the CEO and CFO[151]. - The Investment Committee was established on February 21, 2019, to determine the investment policy for cash proceeds not required for ongoing operations[157]. - The M&A Committee was appointed on June 16, 2019, to facilitate prospective M&A transactions[158]. - The Cyber Committee was established on February 10, 2020, to recommend actions for the security of the Company's information technology systems[160]. - The Executive Committee was appointed on May 17, 2020, to assist the CEO in operating the Company's ongoing business[162]. - The Internal Auditor, Mr. Michael Gilinsky, was appointed in March 2021 and participated in one Audit Committee meeting during the year[163]. Risk Management and Compliance - SHL's risk management includes ongoing identification and mitigation of financial and non-financial risks, including credit and liquidity risks[166]. - The company has an Internal Auditor who examines processes and controls related to financial operations and compliance[165]. - The Audit Committee is required to examine flaws in business management and propose remedial measures to the Board[147].

FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of: March 2023 001-41641 (Commission File Number) SHL TELEMEDICINE LTD. (Translation of registrant's name into English) 90 Yigal Alon Street Tel Aviv 67891, Israel (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or F ...