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
of
the Securities Exchange Act of 1934
For
the month of September 2025
Commission
File Number: 001-40614
INTERCURE
LTD.
(Translation
of registrant’s name into English)
85
Medinat ha-Yehudim Street
Herzliya,
4676670, Israel
Tel:
+972 77 460 5012
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
On
September 17, 2025, InterCure Ltd., or InterCure, entered into a share purchase agreement with Botanico Ltd., also known as
ISHI, or ISHI, an Israeli premium cannabis technology and brand company that delivers immediate access to exclusive premium indoor
predicts supply, advanced cultivation technologies and established partnerships with leading American cannabis operators.
Pursuant to the terms of the share purchase agreement, InterCure will acquire 100% of ISHI in two phases: 50% of ISHI’s
issued and outstanding share capital on a fully diluted basis will be acquired at the initial closing in consideration for 2,261,345
ordinary shares of InterCure, no par value, or Ordinary Shares, and 205,710 options to purchase Ordinary
Shares of the Company, or Options, to the Securities Holders (as defined in the share purchase
agreement) of ISHI, in a private placement offering, and the remaining 50% will be acquired upon the earlier of (i) ISHI achieving
three consecutive months of positive operating profitability or (ii) 24 months from the initial closing, in consideration for additional
2,252,317 Ordinary Shares and 204,889 Options.
The
total consideration for the acquisition is 4,513,663 Ordinary Shares
of InterCure and 410,599 Options representing, in the aggregate, approximately
10% of InterCure’s outstanding shares on a fully diluted basis as of immediately prior to the Initial Closing Date (as defined
in the agreement). The Securities Holders of ISHI will be subject to transfer restrictions
under Rule 144 of the Securities Act, as well as an additional voluntary lock-up period agreed between the parties, according to which,
following the lapse of the statutory lock up, the Securities Holders may only sell up to 33% of the daily trading volume of InterCure’s
Ordinary Shares on Nasdaq on the immediately preceding trading day.
The
Securities Purchase Agreement contains customary representations and warranties and agreements of InterCure, ISHI and its Securities
Holders and customary indemnification rights and obligations of the parties. As part of the transaction, two of ISHI’s founders,
Omer Layani (Chief Executive Officer) and Dor Hershkovitz (Chief Operating Officer), are joining InterCure’s
leadership team in accordance with the terms of the share purchase agreement, strengthening InterCure’s management capabilities
and supporting its global expansion strategy. In addition, all existing ISHI share options will convert into InterCure
options, maintaining their original vesting schedules.
The
parties expect the Initial Closing to occur in the first quarter of 2026, subject to regulatory approvals from Israeli Medical Cannabis
Agency, Israel Securities Authority, and the Tel Aviv Stock Exchange.
The
securities are being offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act
of 1933, as amended, or the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered
under the Securities Act or applicable state securities laws. Accordingly, once issued, the securities 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.
Press
Release
On
September 19, 2025, InterCure issued a press release titled: “InterCure Announces Strategic Acquisition of ISHI, Unlocking
Access to Premium U.S. Cannabis Technology and Brands.” A copy of this press release is furnished herewith as Exhibit 99.1.
Safe
Harbor Statement
This
Report of Foreign Private Issuer on Form 6-K contains expressed or implied forward-looking statements pursuant to U.S. Federal securities
laws, including statements related to the timing and completion of the Offering and the Share purchase agreement, the satisfaction
of customary closing conditions related to the Offering and the occurrence of the Initial Closing and Additional Closing of the acquisition
and Offering. For example, InterCure is using forward-looking statements when discussing the ability of InterCure and ISHI
to fulfill the acquisition closing conditions and obtain regulatory approvals and the expected timing for completion of the acquisition.
These forward-looking statements and their implications are based on the current expectations of the management of InterCure only
and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in
the forward-looking statements. Except as otherwise required by law, InterCure undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events. More detailed information about the risks and uncertainties affecting InterCure is contained under the heading
“Risk Factors” in InterCure’s annual report on Form 20-F for the year ended December 31, 2024 filed with the
Securities and Exchange Commission, or SEC, which is available on the SEC’s website, www.sec.gov, and in subsequent filings made
by InterCure with the SEC.
| Exhibit
No. |
|
|
| 99.1 |
|
Press
Release issued by InterCure Ltd. on September 19, 2025, titled “InterCure Announces Strategic Acquisition of ISHI, Unlocking
Access to Premium U.S. Cannabis Technology and Brands.” |
| 99.2 |
|
Form
of Share Purchase Agreement, dated September 17, 2025, by and among InterCure Ltd., Botanico Ltd. and the Securities Holders of Botanico
Ltd. |
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.
| |
INTERCURE LTD. |
| |
|
| Date: September 19, 2025 |
/s/ Amos
Cohen |
| |
Amos Cohen |
| |
Chief Financial Officer |
