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

Rhea-AI Filing Summary

IceCure Medical Ltd. entered into a Sales Agreement with A.G.P./Alliance Global Partners that allows the company to sell ordinary shares from time to time in an at-the-market offering under its existing Form F-3 shelf registration. The company is not required to sell any shares and will direct the timing, price and size of any sales.

A.G.P. will act as sales agent and use commercially reasonable efforts to place shares, earning a 3.0% commission on aggregate gross proceeds from each sale. IceCure plans to use any net proceeds for working capital and general corporate purposes. The agreement includes customary conditions, indemnification, expense reimbursement and a supporting legal opinion on the validity of the shares.

Key Figures

Sales agent commission: 3.0% of aggregate gross proceeds

1 metrics

Sales agent commission 3.0% of aggregate gross proceeds Commission on each ATM ordinary share sale

Key Terms

Sales Agreement, at the market offering, prospectus supplement, indemnification and contribution rights, +1 more

5 terms

Sales Agreement financial

"entered into a Sales Agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

at the market offering financial

"deemed to be an “at the market offering” as defined by Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

prospectus supplement regulatory

"the prospectus contained therein and the prospectus supplement filed with the Securities and Exchange Commission"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution rights financial

"has agreed to provide the Sales Agent with customary indemnification and contribution rights"

registration statement on Form F-3 regulatory

"the Company’s currently effective registration statement on Form F-3 (File No. 333-290046)"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

Form 6-K: How Foreign Companies Report to the SEC →

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of: May 2026 (Report No. 4)

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 office)

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

Execution of Sales Agreement

On May 12, 2026, IceCure Medical Ltd., or the Company, entered into a Sales Agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or the Sales Agent, pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent as agent, ordinary shares, no par value per share, or the Ordinary Shares. The Ordinary Shares will be offered and sold pursuant to the Company’s currently effective registration statement on Form F-3 (File No. 333-290046), the prospectus contained therein and the prospectus supplement filed with the Securities and Exchange Commission dated May 12, 2026.

The Company is not obligated to sell any Ordinary Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market to sell Ordinary Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. The Company intends to use the net proceeds from the sale of securities under the prospectus supplement for working capital and general corporate purposes. Upon delivery of a placement notice to the Sales Agent, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the Ordinary Shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Sales Agent’s obligations to sell Ordinary Shares under the Sales Agreement are subject to satisfaction of certain conditions. The Company will pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from each sale of Ordinary Shares and has agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agent for certain specified expenses. The Sales Agreement contains customary representations and warranties and conditions to the sale of the shares thereunder.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K, or this Report, and is incorporated herein by reference.

The copy of the legal opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.) relating to the legality of the issuance and sale of the Ordinary Shares that may be sold pursuant to the Agreement is filed as Exhibit 5.1 to this Report.

This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Incorporation By Reference

This Report is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-290046 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 Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

1

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.)
10.1		Sales Agreement by and between IceCure Medical Ltd., and A.G.P./Alliance Global Partners, dated May 12, 2026.
23.1		Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1)

2

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: May 12, 2026	By:	/s/ Eyal Shamir
		Name:	Eyal Shamir
		Title:	Chief Executive Officer

3

FAQ

What did IceCure Medical (ICCM) announce in this Form 6-K?

IceCure Medical signed a Sales Agreement with A.G.P./Alliance Global Partners to sell ordinary shares through an at-the-market offering under its existing Form F-3 shelf registration, giving it flexible access to equity capital when conditions are favorable.

How will IceCure Medical (ICCM) use proceeds from the ATM share sales?

IceCure Medical intends to use net proceeds from any ordinary shares sold under the at-the-market program for working capital and general corporate purposes, supporting day-to-day operations and broader business needs rather than a single specified project or acquisition.

What fees will IceCure Medical pay A.G.P. under the Sales Agreement?

IceCure Medical will pay A.G.P. a commission equal to 3.0% of the aggregate gross proceeds from each sale of ordinary shares, and will also reimburse specified expenses and provide customary indemnification and contribution rights to the sales agent under the agreement.

Is IceCure Medical obligated to sell shares under this ATM program?

IceCure Medical is not obligated to sell any ordinary shares under the Sales Agreement. The company controls if and when to deliver placement notices, including instructions on price, timing and size for potential at-the-market share sales through A.G.P.

Under which registration statements will the IceCure ATM sales occur?

The ordinary shares will be sold under IceCure Medical’s currently effective Form F-3 registration statement (File No. 333-290046), its related base prospectus and a May 12, 2026 prospectus supplement, with this report also incorporated by reference into other listed Form F-3 and Form S-8 filings.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 SALES AGREEMENT BY AND BETWEEN ICECURE MEDICAL LTD., AND A.G.P./ALLIANCE GLOBAL 227.9 KB

Other Documents

• EX-5.1 OPINION OF SULLIVAN & WORCESTER TEL AVIV (HAR-EVEN & CO.) 12.1 KB