Pulsenmore Ltd美股招股说明书(2026-07-13版)

3,125,000 Ordinary Shares This prospectus relates to the resale, by the selling shareholder identified in this prospectus, of up to an aggregate of3,125,000 ordinary shares, par value NIS 0.00032 per share of Pulsenmore Ltd., consisting of (i) 1,562,500 ordinary shares issuableupon the exercise of pre-funded warrants originally issued in a private placement on June 26, 2026, or the Private Placement, and (ii)1,562,500 ordinary shares issuable upon the exercise of warrants originally issued in the Private Placement. The selling shareholder is identified in the table commencing on page 11. We will not receive any proceeds from the sale ofthe ordinary shares by the selling shareholder. All net proceeds from the sale of the ordinary shares covered by this prospectus will goto the selling shareholder. However, we may receive the proceeds from any exercise of warrants if the selling shareholder exercises thewarrants on a cash basis, if and when exercised. See “Use of Proceeds.” The selling shareholder may sell all or a portion of the ordinary shares from time to time in market transactions through anymarket on which our ordinary shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will bedetermined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent oras principal or by a combination of such methods of sale. We will bear all of the expenses incurred in connection with the registrationof these shares. The selling shareholder will pay any underwriting discounts and selling commissions and/or similar charges incurredin connection with the sale of the shares. See “Plan of Distribution.” Our ordinary shares are listed on the Nasdaq Capital Market, or Nasdaq, and on the Tel Aviv Stock Exchange, or TASE, underthe symbol “PLSM”. On July 1, 2026, the last reported sale price of our ordinary shares, as reported on Nasdaq was $4.93 per shareand as reported on the TASE was NIS 15.93 or $5.35 per share (based on the exchange rate reported by the Bank of Israel on thatdate). The securities offered in this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 5 of thisprospectus to read about factors you should consider before purchasing any of our securities. Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreignsecurities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The date of this prospectus is July 13, 2026. TABLE OF CONTENTS About this ProspectusiiProspectus Summary1Risk Factors5Special Note Regarding Forward-Looking Statements8Use of Proceeds9Capitalization10Selling Shareholder11Description of Share Capital12Plan of Distribution19Expenses of This Offering21Legal Matters21Experts21Where You Can Find More Information21Incorporation of Certain Information By Reference22Enforceability of Civil Liabilities22 About This Prospectus This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of theSEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read theregistration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the heading“Where You Can Find More Information.” You should rely only on the information that is contained in this prospectus or that is incorporated by reference into thisprospectus. Neither we nor the selling shareholder has authorized anyone to provide you with information that is in addition to ordifferent from that contained in, or incorporated by reference into, this prospectus. If anyone provides you with different orinconsistent information, you should not rely on it. The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of thetime of delivery of this prospectus or of any sale of our ordinary shares. Our business, financial condition, results of operations andprospects may have changed since that date. Throughout this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” “Pulsenmore,” “the Company” and“our Company” refer to Pulsenmore Ltd., and its wholly-owned subsidiaries. References to “ordinary shares,” “warrants” and “sharecapital” refer to the ordinary shares, par value NIS 0.00032 per share, warrants, and share capital, respectively, of Pulsenmore. Market data and certain industry data and forecasts used in, or incorporated by reference in, this prospectus were obtainedfrom sources we believe to be reliable, including market research databases, publicly available information, reports of governmentalagencies and industry publications and surveys. We have obtained the statistical data, market data