[Key Information](index=5&type=section&id=ITEM%203.%20KEY%20INFORMATION) [Risk Factors](index=5&type=section&id=D.%20RISK%20FACTORS) The company faces significant risks from telehealth industry regulations, international operational challenges in Israel, and various financial and market volatilities - The company operates in the **highly regulated healthcare industry** and the relatively new and volatile telehealth market, facing risks from evolving regulations, competition, and the need for continuous product innovation[27](index=27&type=chunk)[36](index=36&type=chunk)[39](index=39&type=chunk) - Operations in Israel expose the company to risks from **political and military instability**, such as the Israel-Hamas-Hezbollah war, which could disrupt business and affect personnel[47](index=47&type=chunk)[49](index=49&type=chunk)[55](index=55&type=chunk) - Operational risks include challenges of managing a global business, dependence on key suppliers, potential **data security breaches**, and exposure to foreign currency fluctuations[62](index=62&type=chunk)[67](index=67&type=chunk)[70](index=70&type=chunk) - Financial and market risks include **stock price volatility**, potential dilution from future equity issuances, and reduced disclosure requirements as a foreign private issuer[81](index=81&type=chunk)[84](index=84&type=chunk)[91](index=91&type=chunk) - Holders of American Depositary Shares (ADSs) have **different and more limited rights** than direct shareholders, including limitations on voting and legal recourse[94](index=94&type=chunk)[99](index=99&type=chunk)[102](index=102&type=chunk) [Information on the Company](index=18&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) [History and Development of the Company](index=18&type=section&id=A.%20HISTORY%20AND%20DEVELOPMENT%20OF%20THE%20COMPANY) Founded in 1986, the company has grown through international expansion, key acquisitions like Mediton Group, and listings on the SIX Swiss Exchange and Nasdaq - SHL was founded in 1986, listed on the SIX Swiss Exchange in 2000, and its ADSs traded on Nasdaq from **April 2023 until a voluntary delisting in April 2025**[109](index=109&type=chunk) - In 2021, SHL acquired **70% of Mediton Group for NIS 84 million**, with a subsequent disputed agreement to acquire the remaining 30%[115](index=115&type=chunk)[131](index=131&type=chunk) Capital Expenditures | (in thousands USD) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Development Costs | 2,714 | 4,203 | 5,243 | | Property and Equipment | 950 | 1,289 | 1,661* | | **Total** | **3,664** | **5,492** | **6,904** | [Business Overview](index=20&type=section&id=B.%20BUSINESS%20OVERVIEW) SHL provides personal telemedicine solutions focused on cardiac monitoring, operating primarily in Israel, Germany, and the United States with its SmartHeart® platform - SHL's core business is telemedicine services with a focus on cardiac care, featuring its key product, the **SmartHeart® 12-lead ECG platform**[120](index=120&type=chunk)[122](index=122&type=chunk)[139](index=139&type=chunk) - The company's growth strategy focuses on leveraging synergies with Mediton in Israel, expanding services in Germany, and driving **U.S. adoption of the SmartHeart® platform**[148](index=148&type=chunk)[149](index=149&type=chunk) - Clinical trials for the SmartHeart® device have shown positive results, including **significant reductions in hospital readmissions** for post-heart attack patients[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) - The company faces **intense competition** in all markets, where key competitive factors include ease of use, price, brand recognition, and service quality[39](index=39&type=chunk)[174](index=174&type=chunk)[179](index=179&type=chunk) [Geographic Operations](index=21&type=section&id=SHL's%20Geographic%20Operations) The company's operations are segmented into Israel ($43M revenue), Europe ($13M revenue), and the U.S. ($1M revenue), each with a distinct business focus Revenue by Segment (2024) | Segment | Revenue (approx.) | | :--- | :--- | | Israel | $43 million | | Europe (Germany) | $13 million | | Rest of the World (U.S.) | $1 million | - In Israel, SHL provides 24/7 telemedicine services to private subscribers and offers diagnostics and preventative healthcare to institutional clients through its **Mediton subsidiary**[128](index=128&type=chunk)[132](index=132&type=chunk)[138](index=138&type=chunk) - In Germany, SHL has multi-year contracts with major health insurance funds to provide **remote patient monitoring** and telehealth services[134](index=134&type=chunk)[135](index=135&type=chunk)[137](index=137&type=chunk) - In the U.S., the focus is on the patented, **FDA-cleared SmartHeart® platform**, with efforts to gain OTC clearance and grow a direct-to-consumer program[139](index=139&type=chunk)[140](index=140&type=chunk)[148](index=148&type=chunk) [Regulations](index=24&type=section&id=Regulations) SHL operates under complex and evolving healthcare regulations across its key markets, including FDA standards in the U.S., AMR registration in Israel, and SHI system rules in Germany - In the U.S., medical devices are subject to **FDA approval**, and manufacturing must adhere to Good Manufacturing Practices (GMP)[150](index=150&type=chunk)[167](index=167&type=chunk) - In Israel, medical devices must be registered in the **"AMR register,"** and operations are subject to Ministry of Health and Consumer Protection Laws[152](index=152&type=chunk) - In Germany, recent legislative changes are encouraging telemedicine use within the statutory health insurance system through **digital health applications (DiGAs)**[135](index=135&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk) [Organizational Structure](index=29&type=section&id=C.%20ORGANIZATIONAL%20STRUCTURE) SHL Telemedicine Ltd. is the parent company of a global group with key operating subsidiaries in Israel, Germany, and the United States - SHL Telemedicine Ltd. is the parent company with a network of subsidiaries[182](index=182&type=chunk) - Key operating subsidiaries include **Mediton Medical Centers Chain Ltd. (70% owned)** in Israel, SHL Telemedizin GmbH in Germany, and SHL Telemedicine USA, Inc. in the US[183](index=183&type=chunk)[184](index=184&type=chunk) [Property, Plants and Equipment](index=30&type=section&id=D.%20PROPERTY%2C%20PLANTS%20AND%20EQUIPMENT) The company's principal facilities, including its head offices and telemedicine centers in Germany and Israel, are all rented - SHL **rents all its principal office** and telemedicine center facilities in Germany and Israel[185](index=185&type=chunk) [Operating and Financial Review and Prospects](index=31&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) [Operating Results](index=31&type=section&id=A.%20OPERATING%20RESULTS) In 2024, revenue remained stable at $56.8 million, but net loss widened significantly to $27.8 million due to major goodwill and development cost impairments Key Financial Results | (in thousands USD) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenue | $56,779 | $57,075 | $58,998 | | Gross profit | $25,793 | $25,261 | $27,189 | | Operating (loss) | $(26,793) | $(9,006) | $(5,166) | | Net profit (loss) | $(27,753) | $(6,855) | $215 | - Revenues remained flat year-over-year, with a **$1.4 million increase in Israel offset by a $1.4 million decrease in Germany**[204](index=204&type=chunk) - A significant increase in 'Other expenses' to $19.7 million was the main driver of the increased operating loss, including a **$13.5 million goodwill impairment** for the German unit[212](index=212&type=chunk) - Net financial income decreased drastically to a $21 thousand expense in 2024 from a $3.0 million income in 2023, which had benefited from **investor option modifications**[214](index=214&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=B.%20LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company's liquidity weakened, with cash decreasing to $18.0 million in 2024, and management believes existing capital is sufficient for the next twelve months - Cash and cash equivalents combined with short-term bank deposits totaled approximately **$18.0 million at year-end 2024**, down from $26.0 million at year-end 2023[226](index=226&type=chunk) Cash Flow Summary | (In millions USD) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash (used in) operating activities | (0.4) | (1.5) | | Net cash provided by (used in) investing activities | 6.0 | (9.3) | | Net cash provided by (used in) financing activities | (4.9) | 13.7 | - Cash used in financing activities in 2024 was $4.8 million, contrasting with $13.7 million provided in 2023, which included **$20.0 million from the exercise of investor options**[235](index=235&type=chunk)[236](index=236&type=chunk) - The company has a long-term loan of **NIS 59 million ($18 million)** obtained in 2021 and was in compliance with its financial covenants as of December 31, 2024[243](index=243&type=chunk)[244](index=244&type=chunk) [Research and Development, Patents and Licenses](index=40&type=section&id=C.%20RESEARCH%20AND%20DEVELOPMENT%2C%20PATENTS%20AND%20LICENSES%2C%20ETC.) SHL focuses heavily on R&D for advanced telemedicine, protecting its intellectual property with key patents for its monitoring systems and trademarks for its SmartHeart® brand - Gross research and development costs were **$5.3 million in 2024**, down from $6.7 million in 2023[250](index=250&type=chunk) - The company holds key patents for its "Electrocardiographic Monitoring System" with **expiration dates extending to 2032**[252](index=252&type=chunk) - The **SmartHeart® trademark** is registered and protected in multiple jurisdictions, including the USA, Europe, China, and Japan[253](index=253&type=chunk) [Critical Accounting Estimates](index=42&type=section&id=E.%20CRITICAL%20ACCOUNTING%20ESTIMATES) The company's financial statements rely on significant management judgments, particularly for goodwill impairment testing and the recognition of deferred tax assets - **Impairment of goodwill** is a critical estimate, requiring management to project future cash flows and determine a suitable discount rate[257](index=257&type=chunk) - Recognition of **deferred tax assets** for carry-forward losses involves significant judgment regarding the likelihood of future taxable profits[258](index=258&type=chunk) [Directors, Senior Management and Employees](index=43&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) [Directors and Senior Management](index=43&type=section&id=A.%20DIRECTORS%20AND%20SENIOR%20MANAGEMENT) The company's leadership includes Chairman Dr. Itamar Offer and CEO David Arnon, heading a six-member board and an experienced executive team - Dr. Itamar Offer has served as **Chairman of the Board** since September 2024[262](index=262&type=chunk) - David Arnon was appointed **Chief Executive Officer** in August 2024[269](index=269&type=chunk) - Lior Haalman was appointed **Chief Financial Officer** in March 2025[270](index=270&type=chunk) [Compensation](index=45&type=section&id=B.%20COMPENSATION) Aggregate 2024 compensation for directors and executives was $1.2 million, governed by a shareholder-approved policy and supplemented by a share option plan - Aggregate compensation for directors and executive officers for 2024 was approximately **$1.2 million**, excluding share-based compensation[273](index=273&type=chunk) - As of May 1, 2025, executive officers and directors held outstanding options to purchase up to **867,124 ordinary shares**[274](index=274&type=chunk) - The company adopted a new **Compensation Policy**, approved by shareholders on May 9, 2024, in accordance with Israeli law[287](index=287&type=chunk) - The Share Option Plan allows for the grant of options to executives, directors, and key employees, with **exercise prices based on the 30-day average share price**[295](index=295&type=chunk) [Board Practices](index=49&type=section&id=C.%20BOARD%20PRACTICES) The six-member Board of Directors includes two external directors as required by Israeli law and maintains independent audit and compensation committees - The Board consists of six directors, including **two external directors**, complying with Israeli law; three directors are considered independent under SEC standards[302](index=302&type=chunk)[308](index=308&type=chunk) - The company has an Audit Committee and a Compensation Committee, both comprised of **three independent directors**[314](index=314&type=chunk)[320](index=320&type=chunk) - Mr. Yehoshua (Shuky) Abramovich serves as the Audit Committee's **financial expert**[314](index=314&type=chunk)[457](index=457&type=chunk) - The company has an **internal auditor**, Mr. Michael Gilinsky, appointed in May 2021 as required by Israeli law[330](index=330&type=chunk) [Employees](index=54&type=section&id=D.%20EMPLOYEES) SHL's full-time employee count decreased to 526 in 2024, with the majority located in Israel and working in operations Employees by Division and Location (as of Dec 31, 2024) | Division | Israel | Germany | U.S.A. | Total | | :--- | :--- | :--- | :--- | :--- | | Operation | 284 | 88 | - | 372 | | Research & Development | 16 | 16 | - | 32 | | Sales & Marketing | 39 | 8 | 3 | 50 | | General & Administrative | 52 | 19 | 1 | 72 | | **Total Employees** | **391** | **123** | **4** | **518** | - The total number of full-time employees was **526 as of December 31, 2024**, down from 583 at the end of 2023[332](index=332&type=chunk) [Share Ownership](index=55&type=section&id=E.%20SHARE%20OWNERSHIP) Significant beneficial ownership is held by directors through affiliated investment groups, while the CEO and CFO hold substantial option packages - Director Ido Nouberger beneficially owns **8.6% of ordinary shares** through his affiliation with Value Base Ltd[335](index=335&type=chunk)[339](index=339&type=chunk) - Director Nir Rotenberg beneficially owns **4.9% of ordinary shares** through his affiliation with Danbar Finance Ltd[335](index=335&type=chunk)[339](index=339&type=chunk) - CEO David Arnon holds options for **400,000 shares (2.4% of class)** and CFO Lior Haalman holds options for **320,000 shares (1.9% of class)**[335](index=335&type=chunk) [Major Shareholders and Related Party Transactions](index=56&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) [Major Shareholders](index=56&type=section&id=A.%20MAJOR%20SHAREHOLDERS) As of May 2025, the largest shareholder group held 36.4% of shares, though their voting rights are suspended, with several other funds holding significant stakes Major Shareholders as of May 1, 2025 | Identity of Person or Group | Amount Owned | Percent of Class | | :--- | :--- | :--- | | Mrs. Mengke Cai and Kun Shen (1) | 5,969,413 | 36.4% | | More Provident Funds | 2,111,576 | 12.9% | | Value Base Group | 1,406,236 | 8.6% | | Yariv Alroy | 801,456 | 4.9% | | Danbar Finance Ltd. | 791,405 | 4.8% | | Sphera Funds Management | 632,456 | 3.9% | - The voting rights of the largest shareholder group (Mengke Cai and Kun Shen) are **suspended by the Swiss Takeover Board**[342](index=342&type=chunk) [Related Party Transactions](index=57&type=section&id=B.%20RELATED%20PARTY%20TRANSACTIONS) The company has an employment agreement with its CEO that includes a significant option grant and leases office space from an affiliate of a former shareholder - CEO David Arnon's employment agreement includes a **NIS 90,000 monthly salary**, an annual bonus potential, and a grant of 400,000 options[348](index=348&type=chunk)[349](index=349&type=chunk) - The company leases office space for its Mediton subsidiary from an affiliate of a former shareholder of Mediton, with a monthly rent of approximately **$43,000**[353](index=353&type=chunk) [Financial Information](index=58&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) [Consolidated Statements and Other Financial Information](index=58&type=section&id=A.%20CONSOLIDATED%20STATEMENTS%20AND%20OTHER%20FINANCIAL%20INFORMATION) The company is not involved in any material legal proceedings and has not paid dividends since 2019, lacking a formal dividend policy - The company is not currently party to any legal disputes expected to have a **significant effect on its financial condition**[356](index=356&type=chunk) - The company does not have a dividend policy and **did not pay a dividend** in any year from 2020 to 2024[357](index=357&type=chunk)[358](index=358&type=chunk) [Additional Information](index=59&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) [Taxation](index=60&type=section&id=E.%20TAXATION) The company is subject to a 23% Israeli corporate tax rate and believes it was not a Passive Foreign Investment Company (PFIC) for U.S. holders in 2024 - The corporate tax rate for Israeli resident companies is **23%**[367](index=367&type=chunk) - Dividends paid to non-Israeli residents are generally subject to a **25% withholding tax**, which may be reduced by an applicable tax treaty[373](index=373&type=chunk)[374](index=374&type=chunk) - The company does not believe it was a **Passive Foreign Investment Company (PFIC)** for the 2024 taxable year, but its status is subject to annual determination[401](index=401&type=chunk) - If classified as a PFIC, U.S. Holders would face **adverse tax consequences**, including higher tax rates on certain distributions and gains[402](index=402&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=68&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) [Market Risk Disclosures](index=68&type=section&id=Market%20Risk%20Disclosures) The company is exposed to financial market risks including credit, foreign currency (NIS, USD, Euro), interest rate, and liquidity risk - **Credit risk** is concentrated in cash deposits with major banks and trade receivables from customers in Germany and Israel[420](index=420&type=chunk)[421](index=421&type=chunk) - The company is exposed to **foreign currency risk** from holding cash and making purchases in U.S. dollars and Euros, while its functional currency is the NIS[423](index=423&type=chunk)[425](index=425&type=chunk) - **Interest rate risk** is primarily related to a long-term loan with a floating interest rate (prime + 1.05%)[433](index=433&type=chunk) - **Liquidity risk** is managed via a recurring planning tool that considers financial asset maturities and projected operational cash flows[437](index=437&type=chunk) [Controls and Procedures](index=73&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) [Disclosure Controls and Internal Control](index=73&type=section&id=Disclosure%20Controls%20and%20Internal%20Control) Management concluded that disclosure controls were ineffective as of year-end 2024 due to material weaknesses in IT General Controls, with a remediation plan in progress - Management concluded that **disclosure controls and procedures were not effective** as of December 31, 2024[449](index=449&type=chunk) - **Material weaknesses** were identified in Information Technology General Controls (ITGCs), specifically in user access, segregation of duties, and program change-management[450](index=450&type=chunk)[451](index=451&type=chunk) - A remediation plan is underway, which includes implementing a **new ERP system** (expected by end of 2025) and improving IT policies[453](index=453&type=chunk)[455](index=455&type=chunk) [Cybersecurity](index=76&type=section&id=ITEM%2016K.%20CYBERSECURITY) [Cybersecurity Governance and Risk Management](index=76&type=section&id=Cybersecurity%20Governance%20and%20Risk%20Management) Cybersecurity is overseen by an external CISO and a Board Cyber Committee, with a strategy based on Israeli and international standards and no reported incidents in 2023-2024 - The company has an external Chief Information Security Officer and follows the **Israel Cyber Defense Doctrine 2.0** and standards like ISO 27001 and HIPAA[465](index=465&type=chunk)[466](index=466&type=chunk) - A Board-level **Cyber Committee**, established in 2020, oversees the company's information technology security measures[469](index=469&type=chunk) - The company conducts regular risk assessments and penetration tests, with **no cyber incidents or data breaches** occurring in 2024 and 2023[467](index=467&type=chunk)[468](index=468&type=chunk) [Financial Statements](index=77&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) [Notes to Consolidated Financial Statements](index=88&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail key financial events including a significant goodwill impairment in Germany, a dispute over the Mediton acquisition, and the status of tax loss carryforwards [Note 11: Goodwill and Intangible Assets](index=109&type=section&id=NOTE%2011%3A-%20GOODWILL%20AND%20INTANGIBLE%20ASSETS%2C%20NET) In 2024, the company recorded a $13.45 million goodwill impairment for its German unit and a $2.77 million impairment for capitalized development costs - Recognized a goodwill impairment loss of **$13,450 thousand** in 2024 for the German cash-generating unit, citing lower-than-expected business performance[603](index=603&type=chunk)[608](index=608&type=chunk) - Recognized an impairment loss of **$2,765 thousand** for intangible assets, mainly capitalized development costs for unprofitable service applications[603](index=603&type=chunk)[610](index=610&type=chunk) Goodwill Allocation by CGU (in thousands USD) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Israel - Telemedicine | 3,109 | 3,126 | | Israel – Mediton | 16,022 | 16,111 | | Germany | - | 13,728 | | **Total** | **19,131** | **32,965** | [Note 19: Taxes on Income](index=124&type=section&id=NOTE%2019%3A-%20TAXES%20ON%20INCOME) The company has significant carryforward tax losses of $119.7 million, but a large portion of the related deferred tax assets have not been recognized on the balance sheet - As of Dec 31, 2024, the company has carryforward tax losses of approximately **$66.6 million in Israel, $33.4 million in Europe, and $19.7 million in the U.S.**[225](index=225&type=chunk)[658](index=658&type=chunk) - Deferred tax assets amounting to **$26,188 thousand** related to these losses were not recognized because their realization is not considered probable[659](index=659&type=chunk) [Note 20: Liability for Acquisition of Non-Controlling Interests](index=127&type=section&id=NOTE%2020%3A-%20LIABILITY%20FOR%20ACQUISITION%20OF%20NON-CONTROLLING%20INTERSTS) A liability of NIS 31.1 million has been recorded for the acquisition of the remaining 30% of Mediton, though the transaction is stalled due to a dispute over offset claims - The non-controlling interests (NCI) of Mediton exercised their **put option in September 2024** to sell their 30% stake to the company[663](index=663&type=chunk) - An arbitrator's binding decision set the exercise price at **NIS 31.1 million ($8,540 thousand)**, which is now recorded as a current liability[663](index=663&type=chunk) - The closing of the acquisition has not been completed due to a dispute, with SHL seeking to **offset the payment** against alleged misrepresentations by the sellers[663](index=663&type=chunk)[700](index=700&type=chunk) [Note 26: Segment Information](index=136&type=section&id=NOTE%2026%3A-%20SEGMENT%20INFORMATION) In 2024, the Israel segment was profitable ($8.3M), while the Europe (-$4.1M) and ROW (-$4.2M) segments recorded losses, contributing to the overall operating loss Segment Revenues by Customer Type (2024, in thousands USD) | Segment | Individuals & communities | Institutions & payers | Others | Total | | :--- | :--- | :--- | :--- | :--- | | Europe | - | 12,673 | - | 12,673 | | Israel | 20,325 | 23,126 | - | 43,451 | | ROW | - | - | 655 | 655 | | **Total** | **20,325** | **35,799** | **655** | **56,779** | Segment Profit (Loss) (in thousands USD) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Europe | (4,139) | (5,347) | (3,044) | | Israel | 8,346 | 8,424 | 8,641 | | ROW | (4,158) | (3,622) | (2,972) |

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 ...