UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of March 2026 (Report No. 8)
Commission File Number: 001-40753
ICECURE
MEDICAL Ltd.
(Translation of registrant’s name into English)
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
☒ Form
20-F ☐ Form 40-F
CONTENTS
On
March 26, 2026, IceCure Medical Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and
sell, in a registered direct offering by the Company directly to the Purchasers (the “Registered Direct Offering”), 8,000,000
ordinary shares, no par value per share, of the Company (the “Ordinary Shares”), at an offering price of $0.50 per share.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, other obligations of the parties, and termination provisions.
In a concurrent private placement
(together with the Registered Direct Offering, the “Offering”), and pursuant to the Purchase Agreement, the Company agreed
to issue and sell to the Purchasers (i) Series B warrants to purchase up to 8,000,000 Ordinary Shares (the “Series B Warrants”),
and (ii) Series C warrants to purchase up to 8,000,000 Ordinary Shares (the “Series C Warrants,” and together with the Series
B Warrants, the “Warrants”). The Warrants are exercisable immediately upon issuance and each of the Warrants has an exercise
price of $0.55 per share. The Series B Warrants will expire five years following the date of issuance and the Series C Warrants will expire
one year following the date of issuance.
The Ordinary Shares were offered
by the Company pursuant to a registration statement on Form F-3 (File No. 333-290046) (as amended, the “Registration Statement”),
initially filed on September 4, 2025 and declared effective by the Securities and Exchange Commission (the “Commission”) on
March 24, 2026, the base prospectus filed as part of the Registration Statement and the prospectus supplement dated March 26, 2026 (the
“Prospectus Supplement”).
The Warrants and the Ordinary
Shares issuable upon the exercise of the Warrants are not registered under the Securities Act of 1933, as amended (the “Securities
Act”), are not offered pursuant to the Registration Statement and Prospectus Supplement and are being offered pursuant to the exemption
provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. The Purchase Agreement requires the Company
to file a registration statement on Form F-1 (or any other available form), as soon as practicable (and in any event within 15 calendar
days of the date of the Purchase Agreement), to register the Ordinary Shares issuable upon exercise of the Warrants and to use commercially
reasonable efforts to cause such registration statement to become effective within 60 days, or within 90 days of the filing of the registration
statement in the event the Commission elects to review such registration statement, and to keep such registration statement effective
as provided in the Purchase Agreement.
The gross proceeds from the
Offering are expected to be approximately $4.0 million, before deducting placement agent fees and other offering expenses. The closing
of the Offering is expected to occur on or about March 27, 2026, subject to the satisfaction of customary closing conditions. The Company
intends to use the net proceeds from the Offering for working capital and other general corporate purposes.
On
March 26, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P./Alliance
Global Partners (“A.G.P.” or the “Placement Agent”), pursuant to which the Company engaged A.G.P. as the exclusive
placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale
of the Securities. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a cash fee equal to
7.0% of the aggregate gross proceeds from the sale of the securities sold in this Offering, except that a reduced cash fee of 3.0% applies
to proceeds raised from certain investors mutually agreed upon by the Company and the Placement Agent. The Company agreed to reimburse
the Placement Agent at closing for legal and other expenses incurred by them in connection with the offering in an amount not to exceed
$50,000.
Pursuant to the Purchase Agreement
and the Placement Agency Agreement, and subject to certain exceptions, from the date of the Purchase Agreement until 45 days following
the closing date, neither the Company nor any of its subsidiaries may, without the prior written consent of the Placement Agent, (i) offer,
pledge, sell, contract to sell or otherwise dispose of any Ordinary Shares or Ordinary Share Equivalents (as defined in the Purchase Agreement),
(ii) file or cause to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any
Ordinary Shares or Ordinary Share Equivalents (other than the resale registration statement contemplated by the Purchase Agreement, any
registration statement on Form S-8, and amendments to existing registration statements), or (iii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether any such transaction
is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, the foregoing
restrictions shall not apply to certain exempt issuances as set forth in the Purchase Agreement or to an at-the-market offering entered
into with the Placement Agent following 45 days after the closing date.
In addition, unless waived
by the Purchasers, from the date of the Purchase Agreement until six months following the closing date, the Company is prohibited from
effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Ordinary Shares or Ordinary
Share Equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions as described
in the Purchase Agreement.
In connection with the Offering,
the Company’s directors and executive officers entered into lock-up agreements with the Placement Agent, pursuant to which they
agreed not to, directly or indirectly, offer, sell or otherwise transfer any Ordinary Shares or securities convertible into or exercisable
or exchangeable for Ordinary Shares for a period of 60 days following the closing date, subject to customary exceptions.
The foregoing summaries of the Purchase Agreement, the Placement Agency Agreement, the Series B Warrants and the Series C Warrants do
not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 10.2, 4.1, and
4.2, respectively, hereto and incorporated by reference herein. A copy of the press release related to the Offering entitled “IceCure
Announces Pricing of $4.0 Million Registered Direct Offering and Concurrent Private Placement” is furnished herewith as Exhibit
99.1 and is incorporated by reference herein.
This Report of Foreign Private
Issuer on Form 6-K (this “Report”) shall not constitute an offer to sell any securities or a solicitation of an offer to buy
any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the opinion of Sullivan
& Worcester Tel Aviv (Har-Even & Co.) relating to the legality of the issuance and sale of the Ordinary Shares is filed as Exhibit
5.1 hereto.
This Report is incorporated
by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-290046 and 333-258660) and Form S-8 (File Nos.
333-270982, 333-264578, 333-262620 and 333-281587), filed with the Securities and Exchange Commission, to be a part thereof from the date
on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Forward-Looking Statements:
This Report contains forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and
other federal securities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Offering
and the intended use of the net proceeds from the Offering. The Offering is subject to closing conditions. All statements other than statements
of historical facts included in this Report are forward-looking statements. Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding
the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial
condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those
indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report on Form
20-F for the year ended December 31, 2025, filed with the Commission on March 17, 2026, and the Company’s other filings with the
Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information, future developments or otherwise.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Series B Warrant. |
| 4.2 |
|
Form of Series C Warrant. |
| 5.1 |
|
Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.) |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of March 26, 2026, by and between the Company and the purchaser parties thereto. |
| 10.2 |
|
Placement Agency Agreement, dated as of March 26, 2026, by and between the Company and A.G.P./Alliance Global Partners. |
| 23.1 |
|
Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1). |
| 99.1 |
|
Press Release dated March 26, 2026, titled “IceCure Announces Pricing of $4.0 Million Registered Direct Offering and Concurrent Private Placement.” |
SIGNATURES
Pursuant to the requirements
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.
| |
IceCure Medical Ltd. |
| |
|
|
| Date: March 27, 2026 |
By: |
/s/ Eyal Shamir |
| |
|
Eyal Shamir |
| |
|
Chief Executive Officer |
4
Exhibit 99.1
IceCure Announces Pricing
of $4.0 Million Registered Direct Offering and Concurrent Private Placement
CAESAREA, Israel, March 26, 2026 /PRNewswire/
-- IceCure Medical Ltd. (Nasdaq: ICCM) ("IceCure", "IceCure Medical" or the "Company"), developer of minimally-invasive
cryoablation technology that destroys tumors by freezing as an option to surgical tumor removal, today announced that it has entered into
securities purchase agreements with healthcare focused institutional investors for the purchase and sale of 8,000,000 ordinary shares
at a purchase price of $0.50 per share in a registered direct offering. The gross proceeds from the offering are expected to be approximately
$4.0 million, before deducting placement agent fees and other offering expenses. In addition, in a concurrent private placement, IceCure
will issue and sell unregistered Series B warrants to purchase up to 8,000,000 ordinary shares (the “Series B Warrants”) and
Series C warrants to purchase up to 8,000,000 ordinary shares (the “Series C Warrants,” and together with the Series B Warrants,
the “Warrants”). The Warrants will have an exercise price of $0.55 per share and will be exercisable immediately upon issuance.
The Series B Warrants will expire five years following the date of issuance and the Series C Warrants will expire one year following the
date of issuance.
The closing of the offering is expected to occur
on or about March 27, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net
proceeds from the offering for working capital and other general corporate purposes.
A.G.P./Alliance Global Partners is acting as the
sole placement agent for the offering.
The ordinary shares offered to the institutional
investors described above are being offered pursuant to an effective shelf registration statement on Form F-3 (File No. 333-290046), which
was declared effective by the SEC on March 24, 2026. The offering is being made only by means of a prospectus supplement and accompanying
prospectus that are a part of the effective registration statement. The Warrants will be issued in a concurrent private placement. A prospectus
supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available
on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying
prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at
(212) 624-2060, or by email at prospectus@allianceg.com.
The private placement of the Warrants and the
ordinary shares underlying the Warrants offered to the institutional investors will be made in reliance on an exemption from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder.
Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant
to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable
state securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About
IceCure Medical Ltd.
IceCure Medical (Nasdaq: ICCM) develops and markets advanced liquid-nitrogen-based
cryoablation therapy systems for the destruction of tumors (benign and cancerous) by freezing, with the primary focus areas being breast,
kidney, bone and lung cancer. Its minimally invasive technology is a safe and effective option to surgical tumor removal that is easily
performed in a relatively short procedure. The Company's flagship ProSense® system is marketed and sold worldwide for the indications
cleared and approved to date including in the U.S., Europe and Asia.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking
statements. For example, IceCure is using forward looking statements in this press release when it discusses: the Company's intended use
of proceeds from the registered direct offering and concurrent private placement; and the expected closing date of the offering. Important
factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking
statements include, among others: the Company's planned level of revenues and capital expenditures; the Company's available cash and its
ability to obtain additional funding; the Company's ability to market and sell its products; legal and regulatory developments in the
United States and other countries; the Company's ability to maintain its relationships with suppliers, distributors and other partners;
the Company's ability to maintain or protect the validity of its patents and other intellectual property; the Company's ability to expose
and educate medical professionals about its products; political, economic and military instability in the Middle East, specifically in
Israel; as well as those factors set forth in the Risk Factors section of the Company's Annual Report on Form 20-F for the year ended
December 31, 2025 filed with the SEC on March 17, 2026, and other documents filed with or furnished to the SEC which are available on
the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date
of this release, except as required by law.
IR Contact:
Email: investors@icecure-medical.com
Michael Polyviou
Phone: 732-232-6914
