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
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
As
previously disclosed, on July 5, 2021, IceCure Medical Ltd. (the “Company”) was informed that a motion to certify a claim
as a class action was filed by a purported shareholder of the Company in the Tel Aviv District Court (the “Court”) against
the Company, certain members of its board of directors, its controlling shareholder and certain investors who participated in a private
placement approved by the Company’s shareholders on March 7, 2021.
The
motion alleges, among other things, that the private placement was conducted at a significant discount to the Company’s share price,
that the share price did not reflect certain material information allegedly in the Company’s possession at the time, and that there
were alleged defects in the approval process of the private placement.
Following
evidentiary proceedings and submission of briefs by the parties, on May 5, 2026, the Court issued a decision approving the motion to
certify the proceeding as a class action against the Company, its officers and directors, its controlling shareholder and, to a more
limited extent, certain investors who participated in the private placement. The Court also approved the certification of two plaintiff
classes, appointed the applicant as the representative plaintiff and approved the causes of action set forth in the decision.
The
Company respectfully disagrees with the Court’s decision and continues to believe that the claims are without merit. The Company
is currently reviewing the decision, is considering its next steps, including the possibility of filling a motion for rehearing or otherwise
seeking further review, and intends to defend itself vigorously.
This
Report of Foreign Private Issuer on Form 6-K 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 (the “SEC”), 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.
Forward-Looking
Statements:
This
Report 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. For example, the Company is using forward-looking statements when it discusses
its expectations with respect to the outcome of the legal proceedings described above, potential next steps and intent to defend itself
vigorously. All statements other than statements of historical facts included in this Report are forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current
beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s
control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual
results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties
described in the Company’s annual report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 17, 2026,
and the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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 6, 2026 |
By: |
/s/
Eyal Shamir |
| |
|
Eyal
Shamir |
| |
|
Chief
Executive Officer |
2
