Icecure Medical LTD. F-1 Filing

Key Financial Figures

• $0.30 — r Ordinary Shares on March 31, 2026 was $0.30 per share. We are both an emerging gro
• $1 — tus were made at a rate of NIS 3.19 for $1.00, the exchange rate as of December 31
• $0.50 — Ordinary Shares at an offering price of $0.50 per share. In a concurrent private plac
• $0.55 — The Warrants have an exercise price of $0.55 per share, were exercisable immediately
• $4.0 m — n gross proceeds to us of approximately $4.0 million, before deducting placement agent
• $8.8 million — s in full would result in an additional $8.8 million in gross proceeds to us. We intend to u
• $50,000 — the offering in an amount not to exceed $50,000. Corporate Information We are an Isr
• $1.235 b — which our annual gross revenue exceeds $1.235 billion, (b) the date that we become a &l
• $700 million — that is held by non-affiliates exceeds $700 million as of the last business day of our most
• $1 billion — date on which we have issued more than $1 billion in nonconvertible debt during the prece
• $0.77 — ween NIS 2.4 to NIS 17.9 (approximately $0.77 to $5.65) per Ordinary Share, issued to
• $5.65 — 2.4 to NIS 17.9 (approximately $0.77 to $5.65) per Ordinary Share, issued to director
• $0.74 — een NIS 2.33 to NIS 2.77 (approximately $0.74 to $0.88) per Ordinary Share, issued to
• $0.88 — .33 to NIS 2.77 (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

Filing Documents

• ea0284411-f1_icecure.htm (F-1) — 287KB
• ea028441101ex5-1.htm (EX-5.1) — 13KB
• ea028441101ex23-1.htm (EX-23.1) — 2KB
• ea028441101ex-fee.htm (EX-FILING FEES) — 14KB
• ea028441101_img1.jpg (GRAPHIC) — 18KB
• ea028441101_ex5-1img1.jpg (GRAPHIC) — 8KB
• 0001213900-26-038556.txt ( ) — 473KB
• ea028441101ex-fee_htm.xml (XML) — 6KB

Risk Factors

Risk Factors 4 Cautionary Note Regarding Forward-Looking Statements 7

Use of Proceeds

Use of Proceeds 9 Capitalization 10 Selling Shareholders 11 Plan of Distribution 13 Description of Share Capital and Governing Documents 14 Expenses 20 Legal Matters 20 Experts 20 Enforceability of Civil Liabilities 21 Where You Can Find Additional Information 23 You should rely only on the information contained in or incorporated by reference into this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with information that is different. We are offering to sell the Ordinary Shares, and seeking offers to buy the Ordinary Shares, only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Ordinary Shares. For investors outside of the United States: we have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. i ABOUT THIS PROSPECTUS In this prospectus, “we,” “us,” “our,” the “Company” and “IceCure” refer to IceCure Medical Ltd. and its wholly owned subsidiaries, IceCure Medical Inc., a Delaware corporation, IceCure Medical HK Limited, a Hong Kong corporation and IceCure (Shanghai) MedTech Co., Ltd., a subsidiary of IceCure Medical HK Limited. We are incorporated in the eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we are not required to file

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholders. All net proceeds from the sale of Ordinary Shares covered by this prospectus will go to the selling shareholders. However, we will receive cash proceeds equal to the total exercise price of the Warrants that are exercised. We intend to use the proceeds from the exercise of the Warrants (to the extent Warrants are exercised by the selling shareholders) for working capital and other general corporate purposes. See “ Use of Proceeds .”

Risk factors

Risk factors Investing in our securities involves a high degree of risk. You should read the “Risk Factors” section beginning on page 4 of this prospectus and in our 2025 Annual Report incorporated by reference in this prospectus for a discussion of factors to consider before deciding to purchase our securities. Nasdaq symbol “ICCM”. The number of the Ordinary Shares to be outstanding immediately after this offering is based on 81,180,045 Ordinary Shares, outstanding as of March 31, 2026, and excludes: an aggregate of 3,285,027 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 $0.77 to $5.65) 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, or the 2006 Option Plan; an aggregate of 940,035 Ordinary Shares issuable upon the exercise of outstanding options to purchase Ordinary Shares, at exercise prices ranging between NIS 2.33 to NIS 2.77 (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, or the 2024 Incentive Plan; an aggregate of 1,875,445 Ordinary Shares issuable upon the vesting of restricted share units, or 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; and 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. 3

RISK FACTORS

RISK FACTORS An investment in our securities involves a high degree of risk. We operate in a dynamic and rapidly changing industry that involves numerous risks and uncertainties. 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 making an investment in our securities, you should carefully consider all of the information included or incorporated by reference into this prospectus, including the risks described under the heading “Item 3. Key Information— D. Risk Factors” in our 2025 Annual Report, as updated by other reports and documents we file with, or furnish to, the SEC and that are incorporated by reference herein. Risks Relating to the Offering and to an Investment in our Ordinary Shares Shareholders may experience significant dilution as a result of potential future financings that we may effect. We currently have an effective shelf registration statement on Form F-3 for the sale of up to $100,000,000 of our Ordinary Shares, warrants, rights and/or units, of which approximately $4 million has been sold. Purchasers of Ordinary Shares in this offering, as well as our existing shareholders, will experience significant dilution if we sell additional shares at prices significantly below the price at which they invested. In addition, we may issue additional Ordinary Shares or other equity securities exercisable for Ordinary Shares in connection with, among other things, future acquisitions of additional companies or assets, or under our equity incentive plans, in certain cases without shareholder approval. Our existing shareholders may experience significant dilution if we issue shares in the future at prices

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