IceCure Medical Ltd. Files Prospectus Supplement

TL;DR

IceCure Medical filed a prospectus supplement on 3/27/26 for a securities offering.

AI Summary

IceCure Medical Ltd. filed a prospectus supplement (424B5) on March 27, 2026, related to a previous registration statement. The filing concerns the offering of securities, though specific details on the number of shares or price are not provided in this excerpt. The company's mailing and business address is in Caesarea, Israel.

Why It Matters

This filing indicates IceCure Medical Ltd. is actively pursuing a securities offering, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — Prospectus supplements often relate to capital raises, which can dilute existing shareholders or signal financial needs.

Key Numbers

• 377451 — Size of Prospectus Supplement (Indicates the volume of information contained in the primary filing document.)

Key Players & Entities

• IceCure Medical Ltd. (company) — Filer of the 424B5 form
• 0001584371 (company) — CIK number for IceCure Medical Ltd.
• 2026-03-27 (date) — Filing date of the 424B5 form
• 333-290046 (dollar_amount) — File number associated with the registration statement

FAQ

Key Financial Figures

• $0.55 — es B Warrants have an exercise price of $0.55 per share and will expire five years fo
• $0.50 — nary Share and accompanying Warrants is $0.50. The Warrants and the ordinary shares
• $0.39 — ce of our Ordinary Shares on Nasdaq was $0.39 per share. The aggregate market value
• $30,554,953 b — prospectus supplement was approximately $30,554,953 based on 73,180,045 Ordinary Shares outst
• $0.73 b — on-affiliates, and a per share price of $0.73 based on the closing sale price of our Or
• $3,885,190 — pplement, we have offered approximately $3,885,190 of securities pursuant to General Instr
• $3.5 m — rom this offering will be approximately $3.5 million, after deducting the Placement Ag
• $0.78 — ween NIS 2.4 to NIS 17.9 (approximately $0.78 to $5.73) per Ordinary Share, issued to
• $5.73 — 2.4 to NIS 17.9 (approximately $0.78 to $5.73) per Ordinary Share, issued to director
• $0.74 — een NIS 2.30 to NIS 2.74 (approximately $0.74 to $0.88) per Ordinary Share, issued to
• $0.88 — .30 to NIS 2.74 (approximately $0.74 to $0.88) per Ordinary Share, issued to director
• $1.00 — inary warrants, at an exercise price of $1.00 per Ordinary Share, issued in our right
• $0.0001 — unded warrants, at an exercise price of $0.0001 per Ordinary Share, issued in the Right
• $0.35 — dilution in net tangible book value of $0.35 per share. To the extent outstanding op

Filing Documents

• ea0283749-424b5_icecure.htm (424B5) — 369KB
• ea028374901_img1.jpg (GRAPHIC) — 4KB
• ea028374901_img2.jpg (GRAPHIC) — 11KB
• 0001213900-26-035196.txt ( ) — 390KB

USE OF PROCEEDS

USE OF PROCEEDS S-8 CAPITALIZATION S-9

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING S-12 CONCURRENT PRIVATE PLACEMENT OF WARRANTS S-13 PLAN OF DISTRIBUTION S-15 LEGAL MATTERS S-17 EXPERTS S-18 WHERE YOU CAN FIND MORE INFORMATION S-19 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-20 PROSPECTUS ABOUT THIS PROSPECTUS 1 OUR COMPANY 2

RISK FACTORS

RISK FACTORS 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING 5

USE OF PROCEEDS

USE OF PROCEEDS 7 DIVIDEND POLICY 8 CAPITALIZATION 9

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 10 PLAN OF DISTRIBUTION 18 LEGAL MATTERS 20 EXPERTS 20 EXPENSES 20 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 21 WHERE YOU CAN FIND ADDITIONAL INFORMATION 24 S-i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a shelf registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. This document is in two parts: (i) this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and (ii) a shelf registration statement on Form F-3 (File No. 333-290046) that the SEC declared effective on March 24, 2026. Generally, when we refer to this prospectus, we are referring to all parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date, for example, a document incorporated by reference in the accompanying prospectus, the statement in the document having the later date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representatio

Use of proceeds

Use of proceeds We estimate the net proceeds to us from this offering will be approximately $3.5 million, after deducting the Placement Agent’s fees and estimated offering expenses payable by us. We currently intend to use the net proceeds from the Offerings for working capital and general corporate purposes. See “Use of Proceeds.” Concurrent Private Placement In the Concurrent Private Placement, we are also selling to the purchasers of Ordinary Shares in this offering, the Warrants to purchase up to 16,000,000 Ordinary Shares, consisting of the Series B Warrants to purchase up to 8,000,000 Ordinary Shares and the Series C Warrants to purchase up to 8,000,000 Ordinary Shares. The Warrants will be exercisable immediately at an exercise price of $0.55 per Ordinary Share, with the Series B Warrants expiring five years from the date of issuance and the Series C Warrants expiring one year from the date of issuance. The Warrants and the Ordinary Shares issuable upon the exercise of the Warrants are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. See the section titled “Concurrent Private Placement of Warrants.” Pursuant to the securities purchase agreement, dated March 26, 2026, by and between the Company and the purchasers parties thereto, or the Purchase Agreement, we agreed to file a registration statement on Form F-1 within 15 calendar days of the date of the Purchase Agreement, to register the 16,000,000 Ordinary Shares issuable upon the 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 of a full review by the SEC, and to keep such registration statement effective as provided in such agreem

Risk factors

Risk factors You should read the “Risk Factors” section beginning on page S-4 of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors to consider before deciding to purchase our securities. Nasdaq symbol “ICCM” for the Ordinary Shares S-2 The number of Ordinary Shares to be outstanding immediately after this offering as shown above is based on 73,180,045 Ordinary Shares outstanding as of March 26, 2026 and excludes: an aggregate of 3,294,942 Ordinary Shares issuable upon the exercise of outstanding options to purchase Ordinary Shares, at exercise prices ranging between NIS 2.4 to NIS 17.9 (approximately $0.78 to $5.73) per Ordinary Share, issued to directors, officers, service providers and employees issued under our IceCure Medical Ltd. 2006 Employee Share Option Plan, as amended from time to time (the “2006 Option Plan”); an aggregate of 948,633 Ordinary Shares issuable upon the exercise of outstanding options to purchase Ordinary Shares, at exercise prices ranging between NIS 2.30 to NIS 2.74 (approximately $0.74 to $0.88) per Ordinary Share, issued to directors, officers, service providers and employees issued under our IceCure Medical Ltd. 2024 Employee Equity Incentive Plan (the “2024 Incentive Plan”); an aggregate of 1,884,998 Ordinary Shares issuable upon the vesting of restricted share units (“RSUs”), granted under the 2024 Incentive Plan; an aggregate of 9,703,199 Ordinary Shares issuable upon the exercise of ordinary warrants, at an exercise price of $1.00 per Ordinary Share, issued in our rights offering completed in August 2025, or the Rights Offering; an aggregate of 40,873 Ordinary Shares issuable upon the exercise of pre-funded warrants, at an exercise price of $0.0001 per Ordinary Share, issued in the Rights Offering; an aggregate of 8,000,000 Ordinary Shares issuable upon the exercise of the Series B Warrants issu

RISK FACTORS

RISK FACTORS Investing in our securities involves a high degree of risk. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. Before deciding whether to invest in our securities, you should carefully consider the risk factors we describe in this prospectus supplement and in any related free writing prospectus that we may authorize to be provided to you or in any report incorporated by reference into this prospectus supplement, including in our annual report on Form 20-F for the year ended December 31, 2025 filed with the SEC on March 17, 2026, or the 2025 Annual Report, or any report of foreign private issuer on Form 6-K that is incorporated by reference into this prospectus supplement. Although we discuss key risks in those risk factor descriptions, additional risks not currently known to us or that we currently deem immaterial also may impair our business. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks. We cannot predict future risks or estimate the extent to which they may affect our financial performance. Risks Related to This Offering Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our ordinary shares. Our failure to apply any of the funds from this offering effectively could have a material adverse effect on our business and cause the price of our ordinary shares to decline. If you purchase

View Full Filing

View this 424B5 filing on SEC EDGAR