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IceCure Announces Commencement of Rights Offering

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IceCure Medical (Nasdaq: ICCM), a developer of cryoablation technology, has launched a rights offering to raise up to $10 million through the distribution of subscription rights to existing shareholders. Each shareholder will receive one subscription right per ordinary share held as of July 9, 2025, allowing them to purchase 0.1703 units at $1.00 per unit.

Each unit consists of one ordinary share and a warrant to purchase one ordinary share. Epoch Partner Investments, IceCure's largest shareholder, has committed to invest up to $5 million in the offering. The subscription period runs from July 10 to July 28, 2025. Proceeds will be used to repay a $2 million bridge loan from Epoch and for general corporate purposes.

IceCure Medical (Nasdaq: ICCM), sviluppatore di tecnologia di crioablazione, ha avviato un'offerta di diritti per raccogliere fino a 10 milioni di dollari tramite la distribuzione di diritti di sottoscrizione agli azionisti esistenti. Ogni azionista riceverà un diritto di sottoscrizione per ogni azione ordinaria detenuta al 9 luglio 2025, che consentirà di acquistare 0,1703 unità al prezzo di 1,00 dollaro per unità.

Ogni unità è composta da un'azione ordinaria e da un warrant per acquistare un'azione ordinaria. Epoch Partner Investments, il maggior azionista di IceCure, si è impegnata a investire fino a 5 milioni di dollari nell'offerta. Il periodo di sottoscrizione va dal 10 al 28 luglio 2025. I proventi saranno utilizzati per rimborsare un prestito ponte di 2 milioni di dollari da Epoch e per scopi aziendali generali.

IceCure Medical (Nasdaq: ICCM), desarrollador de tecnología de crioablación, ha lanzado una oferta de derechos para recaudar hasta 10 millones de dólares mediante la distribución de derechos de suscripción a los accionistas existentes. Cada accionista recibirá un derecho de suscripción por cada acción ordinaria que posea al 9 de julio de 2025, permitiéndoles comprar 0,1703 unidades a 1,00 dólar por unidad.

Cada unidad consta de una acción ordinaria y un warrant para comprar una acción ordinaria. Epoch Partner Investments, el mayor accionista de IceCure, se ha comprometido a invertir hasta 5 millones de dólares en la oferta. El período de suscripción es del 10 al 28 de julio de 2025. Los fondos se usarán para pagar un préstamo puente de 2 millones de dólares de Epoch y para fines corporativos generales.

IceCure Medical (나스닥: ICCM)은 크라이오어블레이션 기술 개발업체로, 기존 주주들에게 신주인수권을 배포하여 최대 1,000만 달러를 조달하는 권리공모를 시작했습니다. 2025년 7월 9일 기준 보유한 보통주 1주당 1개의 신주인수권이 부여되며, 이를 통해 주당 1.00달러에 0.1703단위를 구매할 수 있습니다.

각 단위는 보통주 1주와 보통주 1주를 매수할 수 있는 워런트 1개로 구성됩니다. IceCure의 최대주주인 Epoch Partner Investments는 이번 공모에 최대 500만 달러를 투자하기로 약속했습니다. 청약 기간은 2025년 7월 10일부터 7월 28일까지입니다. 조달된 자금은 Epoch으로부터 받은 200만 달러 브릿지 대출 상환과 일반 기업 목적에 사용될 예정입니다.

IceCure Medical (Nasdaq : ICCM), développeur de la technologie de cryoablation, a lancé une offre de droits visant à lever jusqu'à 10 millions de dollars par la distribution de droits de souscription aux actionnaires existants. Chaque actionnaire recevra un droit de souscription par action ordinaire détenue au 9 juillet 2025, lui permettant d’acheter 0,1703 unités au prix de 1,00 dollar par unité.

Chaque unité comprend une action ordinaire et un bon de souscription permettant d’acheter une action ordinaire. Epoch Partner Investments, principal actionnaire d’IceCure, s’est engagé à investir jusqu’à 5 millions de dollars dans cette opération. La période de souscription s’étend du 10 au 28 juillet 2025. Les fonds seront utilisés pour rembourser un prêt relais de 2 millions de dollars accordé par Epoch et pour des besoins généraux de l’entreprise.

IceCure Medical (Nasdaq: ICCM), ein Entwickler von Kryoablationstechnologie, hat ein Bezugsangebot gestartet, um bis zu 10 Millionen US-Dollar durch die Verteilung von Bezugsrechten an bestehende Aktionäre zu sammeln. Jeder Aktionär erhält ein Bezugsrecht pro am 9. Juli 2025 gehaltene Stammaktie, das ihm den Kauf von 0,1703 Einheiten zu je 1,00 US-Dollar ermöglicht.

Jede Einheit besteht aus einer Stammaktie und einem Bezugsrecht zum Kauf einer weiteren Stammaktie. Epoch Partner Investments, der größte Aktionär von IceCure, hat sich verpflichtet, bis zu 5 Millionen US-Dollar in das Angebot zu investieren. Die Zeichnungsfrist läuft vom 10. bis 28. Juli 2025. Die Erlöse werden zur Rückzahlung eines 2-Millionen-Dollar-Brückendarlehens von Epoch sowie für allgemeine Unternehmenszwecke verwendet.

Positive
  • Potential to raise up to $10 million in gross proceeds
  • Strong commitment from largest shareholder Epoch to invest up to $5 million
  • Existing shareholders have opportunity to maintain ownership percentage through rights offering
Negative
  • Significant dilution for shareholders who do not participate in the rights offering
  • $2 million bridge loan needs to be repaid from offering proceeds
  • Non-transferable subscription rights that expire if not exercised by July 28, 2025

Insights

IceCure's $10M rights offering provides capital but dilutes non-participating shareholders; largest investor backs half the raise.

IceCure has launched a $10 million rights offering that distributes subscription rights to existing shareholders. This capital-raising mechanism gives current investors the chance to maintain their ownership percentage during this dilutive event. Each shareholder receives one subscription right per share owned, allowing them to purchase 0.1703 units at $1.00 per unit, with each unit containing one ordinary share and one warrant.

What makes this offering notable is the structure and commitment from major shareholders. Epoch Partner Investments, IceCure's largest shareholder, has committed to exercise its rights in full and purchase any unsubscribed units up to $5 million - effectively guaranteeing at least half of the offering's success. This backstop from a director-affiliated entity signals confidence but also indicates potential consolidation of ownership if other shareholders don't participate.

The offering includes interesting mechanics: shareholders can choose between units with regular shares or units with pre-funded warrants (priced at $0.9999), and includes an oversubscription privilege allowing fully participating shareholders to purchase additional units if others don't exercise their rights. The $2 million bridge loan from May 2025 will be repaid from the proceeds, leaving approximately $8 million for working capital.

For existing shareholders, this is a pivotal decision point - participate to avoid dilution or see ownership percentage decrease. The non-transferable nature of these rights means shareholders can't sell them, creating a use-it-or-lose-it scenario with the July 28 deadline approaching. The pricing at $1.00 relative to the current market price (not stated in the release) is critical to assessing the attractiveness of this offering for shareholders.

CAESAREA, Israel, July 10, 2025 /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 alternative to surgical tumor removal, today announced that it has commenced its previously disclosed rights offering (the "Rights Offering").

 

IceCure Medical Logo

 

Pursuant to the Rights Offering, the Company is distributing to all holders of record of the Company's ordinary shares, no par value per share ("Ordinary Shares") as of 5:00 p.m., Eastern Time, on July 9, 2025 (the "Record Date"), at no charge, non-transferable subscription rights (the "Subscription Rights") to purchase up to an aggregate of 10,000,000 units ("Units") at a subscription price of $1.00 per whole Unit.

Each holder of the Company's Ordinary Shares will receive one Subscription Right for every Ordinary Share owned on the Record Date. Each Subscription Right will entitle its holder to purchase 0.1703 of a Unit, each comprised of one Ordinary Share and a warrant to purchase one Ordinary Share (the "Warrant") at a subscription price of $1.00 per Unit or, in lieu of such Unit, one Unit, each comprised of one pre-funded warrant to purchase one Ordinary Share and one Warrant, at a subscription price of $0.9999 per Unit . No fractional Subscription Rights are being distributed and no fractional Units will be issued upon the exercise of any Subscription Rights in the Rights Offering. Shareholders must exercise Subscription Rights for at least one whole Unit to participate in the Rights Offering. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on July 28, 2025, the expected expiration date of the Rights Offering. The Company may extend the period for exercising the Subscription Rights. Subscription Rights which are not exercised by the expiration date of the Rights Offering will expire and will have no value.

Assuming the Rights Offering is fully subscribed, the Company expects to receive aggregate gross proceeds of $10 million. Holders who fully exercise their basic Subscription Rights will be entitled to subscribe for additional Units that remain unsubscribed as a result of any unexercised basic Subscription Rights. If over-subscription privilege requests exceed the remaining Units available, the remaining Units will be allocated pro-rata among holders who over-subscribe based on the number of Ordinary Shares held by all holders exercising the privilege. Epoch Partner Investments Limited ("Epoch"), the Company's largest shareholder, has committed to participate in the Rights Offering and exercise its Subscription Right in full and any over-subscription privilege to purchase Units not subscribed for by other shareholders with an aggregate subscription price of up to $5 million. Li Haixiang, the sole director of Epoch, is a member of the board of directors of the Company. As previously announced by the Company on May 21, 2025, Epoch granted IceCure a $2 million unsecured loan on May 17, 2025 bearing interest of 4.05% (the "Bridge Loan"). The Bridge Loan will be repaid after 12 months or upon the completion of the Rights Offering, whichever is earlier. The Company intends to use the proceeds of the Rights Offering, including proceeds directly raised from Epoch's participation in the Rights Offering, to repay the principal and any accrued interest from the Bridge Loan and for general corporate and working capital purposes.

The subscription period for the Rights Offering commenced on July 10, 2025 and will end at 5:00 p.m., Eastern Time, on July 28, 2025, unless extended by the Company (the "Subscription Period"). The Subscription Rights are non-transferable and will only be exercisable during the Subscription Period. Once holders have exercised their Rights, such exercise may not be revoked, canceled, or changed, even if holders subsequently learn information about the Company or its business, financial position, results of operations or cash flows that is material or adverse or that the holders otherwise consider to be unfavorable. The Company may cancel, modify or amend the Rights Offering at any time and for any reason prior to the expiration of the Subscription Period.

The Company has engaged Maxim Group LLC as dealer-manager for the Rights Offering. Questions about the Rights Offering or requests for copies of the final prospectus may be directed to Maxim Group LLC at 300 Park Avenue, New York, NY 10022, Attention Syndicate Department, or via e-mail at syndicate@maximgrp.com or telephone at +1 (212) 895-3745.

The Rights Offering is being made pursuant to the Company's registration statement on Form F-1 (File No. 333-288062) (as amended, the "Registration Statement"), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on July 9, 2025. The Rights Offering is being made only by means of a prospectus, copies of which will be delivered to holders of the Company's Ordinary Shares as of 5:00 p.m., Eastern Time, on the Record Date and can be accessed through the SEC's website at www.sec.gov. Questions about the Rights Offering or requests for a copy of the prospectus related to the Rights Offering may be directed to the Information Agent, Broadridge Corporate Issuer Solutions, LLC, at (855) 793-5068 or via e-mail at shareholder@broadridge.com

This press release does not constitute an offer to sell or a solicitation of an offer to buy any Subscription Rights, Ordinary Shares, Warrants, Units or any other securities, nor will there be any offer, solicitation or sale of any Subscription Rights, Ordinary Shares, Warrants, Units or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. This press release is not an offering and an offering can only be made by the prospectus and any prospectus supplements for the Rights Offering, which should be read carefully before making an investment decision.

The Company has not made and will not make any recommendation to shareholders regarding the exercise of Subscription Rights. The Company's shareholders as of 5:00 p.m., Eastern Time, on the Record Date should make an independent investment decision about whether to exercise their Subscription Rights based on their own assessment of the Company's business, financial condition, prospects for the future and the terms of the Rights Offering.

About IceCure Medical

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 alternative to hospital 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 expiration date of the Rights Offering; Epoch's participation commitment in the Rights Offering; the expected proceeds from the Rights Offering and the Company's expected use of proceeds;. Historical results of scientific research and clinical and preclinical trials do not guarantee that the conclusions of future research or trials will suggest identical or even similar conclusions. 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, 2024 filed with the SEC on March 27, 2025, 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.

Logo: https://mma.prnewswire.com/media/2319310/4496307/IceCure_Medical_Logo.jpg

IR Contact:
Email: investors@icecure-medical.com
Michael Polyviou
Phone: 732-232-6914
Todd Kehrli
Phone: 310-625-4462

Cision View original content:https://www.prnewswire.com/news-releases/icecure-announces-commencement-of-rights-offering-302502311.html

SOURCE IceCure Medical

FAQ

What is the price per unit in IceCure Medical's (ICCM) rights offering?

Each unit in the rights offering is priced at $1.00 and consists of one ordinary share and a warrant to purchase one ordinary share.

How many units can ICCM shareholders purchase in the rights offering?

Shareholders receive one subscription right per ordinary share owned, with each right allowing purchase of 0.1703 units. Shareholders must exercise rights for at least one whole unit to participate.

When does IceCure Medical's (ICCM) rights offering expire?

The rights offering expires at 5:00 p.m. Eastern Time on July 28, 2025, unless extended by the company.

How much has Epoch committed to invest in ICCM's rights offering?

Epoch, IceCure's largest shareholder, has committed to invest up to $5 million in the rights offering through exercising its subscription rights and over-subscription privilege.

What will IceCure Medical use the rights offering proceeds for?

The proceeds will be used to repay a $2 million bridge loan from Epoch Partner Investments and for general corporate and working capital purposes.
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