[6-K/A] IceCure Medical Ltd. Amended Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Welltower OP LLC, the operating subsidiary of Welltower Inc. (NYSE: WELL), is issuing $1.0 billion of senior unsecured notes:

• $400 million of 4.500% notes due 2030, fungible with $600 million issued 27 Jun 2025, lifting the 2030 series to $1.0 billion.
• $600 million of 5.125% notes due 2035, fungible with $650 million issued 27 Jun 2025, lifting the 2035 series to $1.25 billion.

Both series pay interest semi-annually on 1 Jan and 1 Jul, beginning 1 Jan 2026, and are fully and unconditionally guaranteed by Welltower Inc. The notes rank pari passu with existing senior unsecured debt but are effectively subordinated to secured obligations and to liabilities of subsidiaries. Optional make-whole redemptions apply prior to the par-call dates (1 Jun 2030 / 1 Apr 2035) at Treasury +15 bp; thereafter at par.

Issue pricing: 2030 notes at 99.660% (yield 4.556%); 2035 notes at 99.572% (yield 5.197%). Net proceeds of ≈$988.4 million (after $6.3 million underwriting discount and expenses) will be used for general corporate purposes, debt repayment and growth pipeline; affiliates of underwriters may receive proceeds via credit-facility pay-downs (FINRA Rule 5121 disclosure).

Covenants limit liens (<40% of total assets), total debt (<60% of adjusted assets), require interest-coverage ≥150% and unencumbered assets ≥150% of unsecured debt. No sinking fund; notes will not be listed. Settlement is expected 4 Aug 2025 (T+? immediate).

Positive

• Improved liquidity & tenor: adds $1 bn fixed-rate capital maturing 2030/35, reducing near-term refinancing pressure.
• Benchmark-sized series enhance secondary market depth, potentially lowering future funding costs.
• Covenant discipline maintained: 60% debt/asset and 150% interest-coverage limits remain intact, supporting credit ratings.

Negative

• Higher absolute debt: total consolidated debt rises to ≈$18.3 bn, heightening leverage sensitivity.
• Unsecured & structurally subordinated: noteholders rank behind secured creditors and subsidiary liabilities.
• Make-whole premium limits issuer’s flexibility to refinance at lower coupons before par-call dates.

Insights

Fixed-Income Analyst

TL;DR – $1 bn add-on upsizes two series, modestly higher coupons, proceeds mainly refinance; leverage covenants unchanged.

The add-ons expand Welltower’s unsecured curve while maintaining identical terms and CUSIPs, boosting benchmark liquidity (2030s to $1 bn; 2035s to $1.25 bn). Pricing—T+110 bp/145 bp—slots in line with single-A REIT peers and below Welltower’s weighted-average rate, limiting incremental interest expense. Covenant package mirrors existing notes, preserving 60% debt/asset and 1.5× interest-coverage guards; no structural subordination change. Use-of-proceeds language points to opportunistic refinancing and acquisition pipeline, implying neutral leverage trajectory. Overall, credit profile remains stable; issuance is primarily liability-management rather than new leverage.

REIT Equity Analyst

TL;DR – Financing extends maturity ladder and funds growth, but lifts gross debt to ≈$18.3 bn.

By locking in sub-5.2% rates out to 2035, Welltower mitigates refinancing risk ahead of potential rate volatility and supports its senior housing reinvestment strategy. Management still targets the 60% debt/asset ceiling, yet gross leverage edges up by ~6%. Because proceeds may partly recycle existing revolver draws, net leverage impact could be muted. Investors should monitor execution of pipeline investments to ensure earnings accretion offsets added interest burden.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

Form 6-K/A

___________________

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the Month of August 2025

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

IceCure Medical Ltd. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Report of Foreign Private Issuer on Form 6-K as furnished with the U.S. Securities and Exchange Commission (“SEC”) on July 28, 2025 (the “Form 6-K”). On July 28, 2025, the Company furnished on the Form 6-K a Notice of Meeting, Proxy Statement and Proxy Card for the Special General Meeting of Shareholders to be held on Monday, September 1, 2025 (the “Meeting”). The Company is amending the Form 6-K and replacing the previously published Notice of Meeting and Proxy Statement furnished with the Form 6-K as Exhibits 99.1 and 99.2 thereto, respectively, in their entirety for the sole purpose of including the URL website address for shareholders to attend the Meeting, which is taking place by means of remote communication only. No changes were made to Exhibit 99.3 to the Form 6-K.

The Company hereby is furnishing the amended Notice of Meeting and amended Proxy Statement hereto as Exhibits 99.1 and 99.2, respectively.

Only shareholders of record who hold ordinary shares, no par value, of the Company at the close of business on Monday, August 4, 2025, will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.

This Amendment to the Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-267272 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 Amendment to the Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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Exhibits No.
99.1		Notice of Meeting for the Special General Meeting of Shareholders to be held on September 1, 2025, originally dated July 28, 2025 as amended on the date hereof.
99.2		Proxy Statement for the Special General Meeting of Shareholders to be held on September 1, 2025, originally dated July 28, 2025 as amended on the date hereof.
99.3		Proxy Card for the Special General Meeting of Shareholders to be held on September 1, 2025 (incorporated herein by reference to Exhibit 99.3 to the Company’s Form 6-K (File No. 001-40753) furnished with the SEC on July 28, 2025).

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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: August 1, 2025		By:
				Name:
				Title:

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FAQ

What is Welltower (WELL) offering in this 424B5 filing?

Welltower OP is issuing $400 m 4.500% notes due 2030 and $600 m 5.125% notes due 2035, both fungible with existing series.

How will Welltower use the $988 m net proceeds?

Funds are earmarked for general corporate purposes, including debt repayment and investments in healthcare & senior housing properties.

What are the key financial covenants on the new WELL notes?

Limits: Liens ≤40% of total assets, Total debt ≤60% of adjusted assets, Interest-coverage ≥150%, and Unencumbered assets ≥150% of unsecured debt.

Are the notes secured or subordinated?

They are senior unsecured; effectively subordinated to secured debt and to liabilities of subsidiaries.

When do interest payments start and at what rates?

Both series pay semi-annually beginning 1 Jan 2026; coupons are 4.500% (2030) and 5.125% (2035).

Can Welltower redeem the notes early?

Yes. Prior to the par-call dates (1 Jun 2030 / 1 Apr 2035) redemption is at a make-whole price of Treasury +15 bp; afterwards at par.