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

Rhea-AI Filing Summary

DallasNews Corporation (NASDAQ: DALN) has entered into a definitive Agreement and Plan of Merger with Hearst Media West, LLC. Destiny Merger Sub, Inc., a wholly-owned subsidiary of Hearst, will merge into DallasNews, after which DallasNews will survive as a privately-held, wholly-owned subsidiary of Hearst.

Cash consideration: each outstanding share of Series A or Series B common stock will be converted into the right to receive $14.00 in cash at closing. Shares held by the Company, Hearst or dissenting shareholders are excluded.

Board & shareholder process: the DallasNews board unanimously approved the transaction. Closing requires (i) two-thirds of the total voting power, (ii) two-thirds of Series A shares voting separately, and (iii) two-thirds of Series B shares voting separately. A Voting and Support Agreement signed by Robert W. Decherd and affiliates binds approximately 55.0% of the total vote (96.2% of Series B; 1.6% of Series A) to support the deal.

Key closing conditions:

• Regulatory and customary legal approvals with no injunctions.
• Company net cash of ≥ $20 million at the effective time.
• Accuracy of representations and compliance with covenants.

Termination terms: either party may walk away if the merger is not completed by January 9 2026. DallasNews may owe Hearst a $3 million termination fee under specified circumstances, including acceptance of a superior proposal.

Executive compensation changes:

• Transaction bonuses payable at closing: CEO Grant S. Moise $1.65 million; President Mary Kathryn Murray $0.85 million.
• Amended retention letters could provide up to $1.5 million (Moise) and $1.0 million (Murray) post-closing, plus accelerated equity of $606,375 and $270,000, respectively.
• CFO Catherine G. Collins granted change-in-control severance equal to 12 months’ base salary and COBRA coverage.

Governance & bylaws: the board adopted Second Amended and Restated Bylaws introducing (i) Texas Business Court as exclusive forum, (ii) jury-trial waiver on internal claims, and (iii) 3 % ownership threshold for derivative actions.

Post-closing: DallasNews’ Series A Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act. Hearst Communications, Inc. has provided an unconditional guarantee of all Buyer obligations, including the cash consideration.

A joint press release announcing the merger was issued on July 10 2025. A proxy statement will be filed with the SEC; shareholders are urged to review it when available.

Positive

• All-cash consideration of $14.00 per share offers immediate liquidity and price certainty.
• Hearst Communications guarantee removes financing risk for the merger payment.
• Voting agreement secures ~55 % of voting power, greatly increasing probability of shareholder approval.
• Low $3 million termination fee preserves board flexibility to consider superior bids.

Negative

• Two-thirds class vote requirement for both Series A and Series B could still delay or block closing.
• $20 million net-cash closing condition introduces balance-sheet risk if operations deteriorate.
• Substantial executive bonuses and severance increase cash outflows at closing.
• Shares will be delisted post-merger, eliminating liquidity for investors who prefer public markets if deal closes.

Insights

M&A Specialist

TL;DR – All-cash $14 offer backed by Hearst, supported by 55 % voting power; low breakup fee.

The transaction delivers an immediate, fixed cash value to shareholders and removes market risk by converting DALN into a privately-held subsidiary of a deep-pocketed strategic buyer. The $14.00 consideration is contractually guaranteed by Hearst Communications, mitigating financing uncertainty. A binding Voting and Support Agreement covering 55 % of the vote materially de-risks shareholder approval. Remaining risks include the high two-thirds class vote threshold and a $20 million net-cash closing condition, but DallasNews had $53 million cash as of 2024-year-end per public filings (not reiterated here). A modest $3 million breakup fee (≈1.6 % of equity value) leaves the board flexibility to evaluate superior proposals. Executive retention and bonus packages increase deal costs but are not large enough to jeopardize economics. Overall, the filing is positive for DALN shareholders.

 

 

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: July 2025 (Report No. 2)

 

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

 

Preliminary Unaudited Financial Information for the Three and Six Month Periods Ended June 30, 2025

 

IceCure Medical Ltd. (the “Company”) is providing the following preliminary financial information for the three and six month periods ended June 30, 2025.

 

For the three and six month periods ended June 30, 2025, product sales were approximately $525,000 and $1.25 million, respectively. As a result of delayed shipments and lower sales for the three and six months ended June 30, 2025, due to the conflict between Israel and Iran and the absence of $100,000 in revenue from the exclusive distribution agreement with Terumo Corporation and other services in Japan that was recorded in the six month period ended June 30, 2024, gross profit and gross margin for the six months ended June 30, 2025 are expected to be significantly lower compared to the same period in 2024.

 

The Company estimates that the lower revenue for the three and six months ended June 30, 2025 will not have a material effect on operating expenses, including research and development, sales and marketing, and general and administrative expenses, although such expenses may fluctuate for reasons unrelated to revenue levels. As a result of the lower revenue and gross profit expected for the six months ended June 30, 2025, net loss for the six months ended June 30, 2025 is expected to be higher compared to the net loss for the six months ended June 30, 2024.

 

This preliminary financial information has been prepared solely on the basis of information that is currently available to, and that is the responsibility of, Company management. The Company’s independent registered public accounting firm has not audited nor reviewed, and does not express an opinion with respect to this information. This preliminary financial information is based upon the Company’s estimates, is not a comprehensive statement of loss for the six month period ended June 30, 2025 and remains subject to, among other things, the completion of the Company’s financial closing procedures, final adjustments, and completion of the Company’s internal review as of and for the six month period ended June 30, 2025, which may impact the results and expectations set forth above.

 

Rights Offering Update

 

On July 10, 2025, the Company issued a press release titled “IceCure Announces Commencement of Rights Offering”, a copy of which is furnished as Exhibit 99.1 with this Report of Foreign Private Issuer on Form 6-K.

 

Incorporation by Reference

 

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration Nos. 333-258660 and 333-267272) and Form S-8 (Registration 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 of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

EXHIBIT INDEX

 

Exhibit No.	 	 
99.1	 	Press release dated July 10, 2025, titled “IceCure Announces Commencement of Rights Offering.”

 

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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: July 10, 2025	By:	/s/ Eyal Shamir
 	 	Name 	Eyal Shamir
 	 	Title:	Chief Executive Officer

 

 

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FAQ

What will DallasNews (DALN) shareholders receive if the merger closes?

Each outstanding share of Series A or Series B common stock will be converted into $14.00 cash at the effective time.

How much shareholder support is already secured for the DALN–Hearst merger?

A Voting and Support Agreement binds holders representing about 55 % of the total voting power to vote in favor of the deal.

What is the deadline for closing the Hearst–DallasNews transaction?

Either party may terminate if the merger has not closed by January 9 2026.

What happens to DALN stock after the merger?

Upon completion, DallasNews’ Series A Common Stock will be delisted from Nasdaq and deregistered with the SEC.

Is there a breakup fee if DallasNews accepts a superior proposal?

Yes. DallasNews would pay Hearst a $3 million termination fee in specified circumstances, including entry into a superior transaction.

Are executive bonuses tied to this merger?

Yes. Transaction bonuses of $1.65 million for CEO Grant Moise and $0.85 million for President Mary Kathryn Murray are payable at closing.