IceCure Medical (Nasdaq: ICCM) lifts H1 revenue 45% but burns cash
IceCure Medical Ltd. reported first-half 2026 revenue of $1.818 million, up 45% from $1.250 million a year earlier, driven by higher system and disposable probe sales and increased U.S. and international demand. Gross profit rose to $548,000, a 30% gross margin.
Despite the growth, IceCure posted an operating loss of $8.671 million and a net loss of $8.775 million, with negative operating cash flow of $8.148 million. Management states that recurring losses, cash burn and funding needs raise substantial doubt about its ability to continue as a going concern. Cash and cash equivalents increased to $12.034 million as of June 30, 2026, supported by $11.319 million of net financing inflows from ATM sales and a June 2026 private placement of pre-funded and other warrants. Shareholders’ equity improved to $11.896 million after these capital raises.
Positive
- Revenue grew 45% year-over-year to $1.818 million in H1 2026, reflecting higher sales of systems and disposable probes across the United States, Europe and other territories.
- Gross profit increased 57% to $548,000 and gross margin improved to 30%, indicating better contribution from product sales despite the company’s small scale.
- Cash and cash equivalents rose to $12.034 million as of June 30, 2026, helped by $11.319 million in net financing cash flows from ATM issuances and a private placement.
- Shareholders’ equity increased from $9.051 million to $11.896 million in six months, supported by capital raises including issuance of ordinary shares, warrants and pre-funded warrants.
Negative
- Net loss widened by 26% to $8.775 million in H1 2026, with operating loss at $8.671 million, showing expenses are growing faster than gross profit.
- Operating activities used $8.148 million of cash in six months, and management discloses substantial doubt about the company’s ability to continue as a going concern without additional financing.
- Accumulated deficit reached $129.211 million, highlighting a long history of losses and dependence on external capital.
- Research and development, sales and marketing, and general and administrative costs rose 17–30%, keeping total operating expenses high relative to $1.818 million in revenue.
Filing Explained
Lower-priced warrant amendments are effective, adding potential share issuance on top of the higher June 30 share count; the class-action stay runs through November 10.
Shareholder approval on
The amended warrants cover up to 133,334 Series B shares expiring on
As of
The filing also reports that a shareholder class action was certified on
Key Figures
Key Terms
going concern financial
pre-funded warrants financial
rights offering financial
reverse stock split financial
Israeli Innovation Authority regulatory
class action regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 2026 (Report No. 3)
Commission file number:
(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
This Report of Foreign Private Issuer on Form 6-K, or Report, of IceCure Medical Ltd. (the “Company”) consists of the Company’s: (i) Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2026, which are attached hereto as Exhibit 99.1; (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.2; and (iii) a press release issued by the Company on August 12, 2026 titled “IceCure Reports its Financial Results for the First Half of 2026 with 45% Revenue Growth Year-Over-Year”, which is attached hereto as Exhibit 99.3.
This Report (other than the second, third and tenth paragraphs of Exhibit 99.3 furnished herewith) is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-297030, 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.
| Exhibit No. | ||
| 99.1 | IceCure Medical Ltd.’s Unaudited Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2026. | |
| 99.2 | IceCure Medical Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the Six Months Ended June 30, 2026. | |
| 99.3 | Press release titled “IceCure Reports its Financial Results for the First Half of 2026 with 45% Revenue Growth Year-Over-Year”. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
1
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 12, 2026 | By: | /s/ Eyal Shamir | |
| Name: | Eyal Shamir | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
ICECURE MEDICAL LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET
(U.S. dollars in thousands, except share data and per share data)
| As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | ||||||||
| Trade receivables | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other receivables | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Long-term restricted deposits | ||||||||
| Right of use assets | ||||||||
| Property and equipment, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Trade payables | ||||||||
| Lease liabilities | ||||||||
| Employees and employees related benefits | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Long-term lease liabilities | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares, no par value per share; Authorized | - | - | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
F-1
ICECURE MEDICAL LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars in thousands, except share data and per share data)
| Six months ended June 30, |
Six months ended June 30, |
|||||||||
| Note | 2026 | 2025 | ||||||||
| Revenues | 4 | |||||||||
| Cost of revenues | 5 | |||||||||
| Gross profit | ||||||||||
| Research and development expenses | 6 | |||||||||
| Sales and marketing expenses | 7 | |||||||||
| General and administrative expenses | 8 | |||||||||
| Operating loss | ||||||||||
| Finance expenses (income), net | ( | ) | ||||||||
| Net loss and comprehensive loss | ||||||||||
| Basic and diluted net loss per share | ||||||||||
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share | ||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-2
ICECURE MEDICAL LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except share data and per share data)
| Ordinary shares | Additional paid- in |
Accumulated | Total shareholders’ |
|||||||||||||||||
| Number | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2026 | - | ( | ) | |||||||||||||||||
| Issuance of ordinary shares, warrants and pre-funded warrants, net of issuance cost of $ | - | - | ||||||||||||||||||
| Exercise of warrants | - | - | ||||||||||||||||||
| Issuance of ordinary shares upon vesting of restricted share units | - | - | - | - | ||||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||
| Loss for the period | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance as of June 30, 2026 | - | ( | ) | |||||||||||||||||
| Balance as of January 1, 2025 | - | ( | ) | |||||||||||||||||
| Issuance of ordinary shares, net of issuance cost of $ | - | - | ||||||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||
| Loss for the period | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance as of June 30, 2025 | - | ( | ) | |||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-3
ICECURE MEDICAL LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands, except share data and per share data)
| Six months ended June 30, |
Six months ended June 30, |
|||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Share-based compensation | ||||||||
| Exchange rate changes in cash and cash equivalents and restricted long-term deposits | ( | ) | ( | ) | ||||
| Other finance cost | - | |||||||
| Changes in assets and liabilities: | ||||||||
| Decrease (Increase) in trade receivables | ( | ) | ||||||
| Increase in prepaid expenses and other receivables | ( | ) | ( | ) | ||||
| Decrease (increase) in inventory | ( | ) | ||||||
| Decrease in right of use assets | ||||||||
| Increase (decrease) in trade payables | ( | ) | ||||||
| Decrease in lease liabilities | ( | ) | ( | ) | ||||
| Increase in employees and employees related liabilities | ||||||||
| Decrease in other current liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Loan from related party | - | |||||||
| Proceeds from issuance of ordinary shares, warrants and pre-funded warrants, net of issuance costs | ||||||||
| Proceeds from exercise of warrants | - | |||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the year | ||||||||
| Effect of foreign exchange rate on cash and cash equivalents | ||||||||
| Cash and cash equivalents end of the year | ||||||||
| Non-cash activities | ||||||||
| Obtaining a right-of-use asset in exchange for a lease liability | ||||||||
F-4
ICECURE MEDICAL LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share data and per share data)
NOTE 1 - GENERAL
| A. | Description of the Company: |
IceCure Medical Ltd. (“IceCure Medical Ltd.”, the “Company”, “we” or “our”) is a medical device company incorporated in Israel.
Since its establishment, the Company and its wholly-owned subsidiaries, IceCure Medical Inc. in the United States (the “US Subsidiary”), IceCure Medical HK Limited in Hong Kong (the “Hong Kong Subsidiary”) and IceCure (Shanghai) MedTech Co., Ltd. in China (the “Chinese Subsidiary”, and together with the Company, the US Subsidiary and the Hong Kong Subsidiary, the “Group”), have been engaged in the research, developmen, and commercialization of minimally invasive medical devices for cryoablation (freezing) of tumors in the human body, using its proprietary liquid nitrogen cryoablation technology, as an alternative to surgical intervention to remove tumors. The Company has received regulatory approvals for marketing its products in the United States, Europe, and other territories.
The Group’s activities are subject to significant risks and uncertainties, including the possibility of failing to secure additional funding to commercialize its technology, obtain regulatory approvals and other risks. In addition, the Group is subject to risks relating to competition, financing, liquidity requirements, rapidly changing customer requirements and its limited operating history.
| B. | Going Concern: |
As of June 30, 2026, the Company has accumulated losses of $
To date, management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through the use of its current financial resources, sales of its products, and through additional capital raises.
Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan to continue as a going concern include raising additional funds from existing shareholders and/or new investors. However, there can be no assurance that such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to successfully complete the development and commercialization of its products. These financial statements do not include any adjustments that might result from the outcome of this uncertainty, including adjustments relating to the recoverability and classification of assets, or the carrying amounts and classification of liabilities that may be required should the Company be unable to continue as a going concern.
| C. | Reverse stock split: |
On June 4, 2026, the Company effected a 1-for-30 reverse stock split of its issued and outstanding ordinary shares. All share and per share information, as well as the number of shares issuable and exercise prices under the Company’s outstanding warrants and pre-funded warrants, have been retrospectively adjusted to give effect to the reverse split.
F-5
ICECURE MEDICAL LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share data and per share data)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| A. | Basis of presentation |
The unaudited interim condensed consolidated financial statements of the Company as of June 30, 2026, and for the six-month period then ended, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. The information included in these unaudited condensed interim financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 17, 2026. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations for the interim period. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.
| B. | Use of estimates: |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates, judgments and assumptions used are reasonable based upon the information available at the time they are made. Actual results could differ from those estimates.
| C. | Significant Accounting Policies |
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the Company’s latest annual consolidated financial statements.
| D. | New Accounting Pronouncements: |
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. The ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related disclosures.
F-6
ICECURE MEDICAL LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share data and per share data)
NOTE 3 - SHAREHOLDERS’ EQUITY
| A. | On March 26, 2026, we entered into a securities purchase agreement with institutional investors, pursuant to which we agreed to issue and sell, in a registered direct offering, approximately |
| B. | On May 12, 2026, we entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”), as sales agent, pursuant to which we may offer and sell ordinary shares having an aggregate offering price of up to $ |
| C. | On June 17, 2026, we entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”), for a private placement financing (the “June 2026 Private Placement”). Pursuant to the Securities Purchase Agreement, we agreed to issue and sell to a single institutional investor (i) pre-funded warrants to purchase |
In connection with the June 2026 Private Placement, we entered into a warrant amendment agreement with one of the investors from the March 2026 Financing (the “Investor”) to amend certain warrants issued to the Investor on March 27, 2026 (the “Warrant Amendment Agreement”). The Investor’s amended warrants consisted of (i) Series B Warrants to purchase up to
F-7
ICECURE MEDICAL LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share data and per share data)
NOTE 3 - SHAREHOLDERS’ EQUITY (Cont.)
| D. | On March 16, 2026, the Company granted |
| E. | On May 17, 2026, the Company granted |
The following is a summary of the Warrants and Pre-Funded Warrants outstanding as of June 30, 2026:
| Number of warrants outstanding | Exercise price | Expiration date | |||||||||
| Rights offering Warrants | $ | ||||||||||
| Rights offering Pre-Funded Warrants | $ | - | |||||||||
| Series B Warrants (1) | $ | ||||||||||
| Series B Warrants | $ | ||||||||||
| Series C Warrants (1) | $ | ||||||||||
| Series C Warrants | $ | ||||||||||
| Series D Warrants | $ | ||||||||||
| Series E Warrants | $ | ||||||||||
| Pre-Funded Warrants (2) | $ | - | |||||||||
| (1) | See Note 3(c) |
| (2) |
F-8
ICECURE MEDICAL LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share data and per share data)
NOTE 4 - REVENUES
The Company’s revenues are derived primarily from the sale of systems and disposables.
Composition:
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Systems | ||||||||
| Disposables | ||||||||
NOTE 5 - COST OF REVENUES
Composition:
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Payroll and related benefits (including share-based compensation) | ||||||||
| Raw materials subcontractors and auxiliary materials | ||||||||
| Depreciation | ||||||||
| Royalties to the Israeli Innovation Authority | ||||||||
| Shipping | ||||||||
| Others | ||||||||
NOTE 6 - RESEARCH AND DEVELOPMENT EXPENSES
Composition:
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Payroll and related benefits (including share-based compensation) | ||||||||
| Raw materials, subcontractors and consulting | ||||||||
| Clinical trials | ||||||||
| Others | ||||||||
F-9
ICECURE MEDICAL LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share data and per share data)
NOTE 7 - SALES AND MARKETING EXPENSES
Composition:
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Payroll and related benefits (including share-based compensation) | ||||||||
| Consultants and professional services | ||||||||
| Travel | ||||||||
| Conferences | ||||||||
| Sales commissions | ||||||||
| Advertising and promotion | ||||||||
| Others | ||||||||
NOTE 8 - GENERAL AND ADMINISTRATIVE EXPENSES
Composition:
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Payroll and related benefits (including share-based compensation) | ||||||||
| Professional services | ||||||||
| Others | ||||||||
F-10
ICECURE MEDICAL LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share data and per share data)
NOTE 9 - GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION
The Company has identified a single reportable operating segment that designs, develops, manufactures and markets cryoablation medical devices.
The following table sets forth reporting revenue information by geographic region:
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| United States | ||||||||
| Poland | ||||||||
| Spain | ||||||||
| Italy | ||||||||
| Israel | ||||||||
| Other1 | ||||||||
The following table sets forth reporting property and equipment information by geographic region:
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Israel | ||||||||
| United States | ||||||||
The following table is a summary of customer concentrations as a percentage of revenue:
| Six months ended June 30, | Six months June 30, | |||||||
| 2026 | 2025 | |||||||
| Customer A | % | * | ||||||
| Customer B | * | % | ||||||
| Customer C | * | % | ||||||
| Customer D | * | * | ||||||
| * | |
| 1 |
F-11
ICECURE MEDICAL LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share data and per share data)
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Class action
On July 5, 2021, the Company was informed that a motion (the “Motion”) to certify a claim as a class action was filed by a purported shareholder of the Company (the “Plaintiff”) in the Tel Aviv District Court (the “Court”) against it, certain members of its board of directors, its controlling shareholder and the investors who participated in the private placement approved by the Company’s shareholders on March 7, 2021.
In the motion, the Plaintiff alleges, among other things, that the private placement was conducted at a significant discount to the Company’s share price at that time, that the share price did not reflect the material information allegedly in the Company’s possession at that time, and also alleged defects in the manner of approval of the private placement.
The Plaintiff estimated the amount of his individual claim at a sum of approximately NIS
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. Subsequently, the Plaintiff filed an amended class action complaint seeking damages of approximately NIS
On July 5, 2026, the Company and the other respondents filed motions for reconsideration of the certification decision.
Concurrently, the parties agreed to participate in mediation and to stay all proceedings, including the class action complaint. The Court approved a suspension of the proceedings through November 10, 2026.
Without derogating from the foregoing, the Company and its legal advisors believe that, in the event the parties do not reach a settlement and the legal proceedings continue before the Court, the Company has strong arguments both in support of its motions for reconsideration of the decision and of its statement of defense that will be field to oppose the class action complaint, and the Company will continue to act to protect its interests and rights. The Company believes that a loss is not probable and given the stage of this matter, the Company is currently unable to predict the likely outcome or estimate the potential financial impact, if any, of this matter.
NOTE 11 - SUBSEQUENT EVENTS
| A. | During July and August 2026, |
F-12
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | our planned level of revenues and capital expenditures; |
| ● | our available cash and our ability to obtain additional funding; |
| ● | our ability to market and sell our products; |
| ● | regulatory developments in the United States and other countries; |
| ● | our plans to continue to invest in research and development to develop technology for both existing and new products; |
| ● | our ability to enroll the required number of patients within the timelines required by the FDA for our post-market surveillance study for ProSense in the treatment of low-risk breast cancer in women aged 70 and above; |
| ● | our ability to maintain our relationships with suppliers, manufacturers and other partners; |
| ● | our ability to internally develop new inventions and maintain or protect the validity of our European, U.S. and other patents and other intellectual property; |
| ● | our ability to obtain and maintain regulatory approvals for our products and their associated indications for use; |
| ● | our ability to retain key executive members; |
| ● | our ability to expose and educate physicians and other medical professionals about the use cases of our products; |
| ● | our ability to comply with Nasdaq’s continued listing requirements, and timing and effect thereof; |
| ● | our expectations regarding our tax classifications; |
| ● | interpretations of current laws and the passage of future laws; |
| ● | general market, political and economic conditions in the countries in which we operate, including those related to regional security conditions, geopolitical tensions and the potential escalation or renewal of hostilities in Israel and the broader Middle East, such as the multi-front war Israel is facing; |
| ● | those factors referred to in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects”, in our Annual Report (as defined below). |
These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our annual report on Form 20-F for the fiscal year ended December 31, 2025 which we filed with the Securities and Exchange Commission, or the SEC, on March 27, 2026, or the Annual Report, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.
Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report of Foreign Private Issuer on Form 6-K.
On June 2, 2026, we announced a 30-for-1 reverse share split of our issued and outstanding ordinary shares, or our Reverse Split. Unless otherwise noted, all historical quantities of our ordinary shares and per share data herein are presented on a post-Reverse Split basis to give effect to our 30-for-1 reverse share split effected at the market open on Nasdaq on June 4, 2026.
Unless otherwise indicated, all references to “we,” “us,” “our,” the “Company” and “IceCure” refer to IceCure Medical Ltd. and its wholly owned subsidiaries, IceCure Medical Inc., a Delaware corporation, IceCure Medical HK Limited a Hong Kong corporation and IceCure (Shanghai) MedTech Co., Ltd., a subsidiary of IceCure Medical HK Limited.
Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this Report of Foreign Private Issuer on Form 6-K to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars.
We report our financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
Overview
We are a commercial stage medical device company focusing on the research, development and marketing of cryoablation systems and technologies based on liquid nitrogen for treating tumors. Cryoablation is the process by which benign and malignant tumors are ablated (destroyed) through freezing such tumors. Our proprietary cryoablation technology is a minimally invasive alternative to surgical intervention for tumors, including those found in breast, lungs, kidneys, bones and other indications. Our lead commercial cryoablation product is the ProSense system and its disposable associated CryoProbes. The ProSense system has received marketing authorization from the United States Food and Drug Administration for the local treatment of low-risk breast cancer with adjuvant endocrine therapy for women aged 70 and above, including patients who are not suitable for surgical alternatives for breast cancer treatment.
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Components of Operating Results
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2026, included elsewhere in this Report of Foreign Private Issuer on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.
Revenues
Our revenues primarily consist of selling or placing our ProSense and IceSense3 systems and selling their components, disposables and related services.
Cost of Revenues
Our cost of revenues consists primarily of salaries and related personnel expenses, materials for production of our products, subcontractors’ expenses and other related production expenses.
Gross Margin
Gross margin, or gross profit as a percentage of revenue, is affected by a variety of factors which influence our revenues and the cost of goods sold. Revenues are affected mostly by the number of products we sell and the varying ratio between selling and placing systems, different selling prices depending on sales channels, territories and the mix of products and currency fluctuation, mainly the U.S. Dollar against the Euro and revenue recognition from granting exclusive distribution rights in Japan. The cost of revenues is affected mostly by the changes in cost of materials and import costs, subcontractors’ costs, cost of personal, and currency fluctuation, mainly the U.S. Dollar against the NIS. Our gross margin is also affected by production volumes and production efficiency.
Operating Expenses
Our current operating expenses consist of three components — research and development expenses, marketing and sales expenses and general and administrative expenses.
Research and Development Expenses
Our research and development expenses consist primarily of salaries and related benefits, subcontractors’ expenses, materials and other related research and development expenses, clinical studies and regulation expenses.
Our research and development expenses may increase as we continue to develop our new products, pursue new regulatory indications in the US and other territories, collect updated clinical data, and recruit additional research and development and regulation employees.
Sales and Marketing
Our sales and marketing expenses consist primarily of salaries and related benefits, payments to consultants, costs associated with conventions, travel and other marketing and sales expenses.
We expect that our sales and marketing expenses will materially increase as we continue to enhance our market penetration efforts and recruit additional sales and marketing employees.
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General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related benefits, professional services fees for accounting, legal, directors’ fees, facilities, and associate costs, insurance and other general and administrative expenses. Our general and administrative expenses might increase as a result of the expansion of our business.
Financial expense and income
Finance expenses and income consist primarily of interest income from deposits and exchange rate differences on cash and cash equivalents, deposits and other assets and liabilities which are denominated in NIS and EUR.
Comparison of the Six Months Ended June 30, 2026 and 2025
Results of Operations
The following table sets forth our results of operations for the periods presented.
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Revenues | $ | 1,818 | $ | 1,250 | ||||
| Cost of revenues | 1,270 | 901 | ||||||
| Gross profit | $ | 548 | $ | 349 | ||||
| Research and development expenses | 4,279 | 3,375 | ||||||
| Sales and marketing expenses | 2,518 | 2,146 | ||||||
| General and administrative expenses | 2,422 | 1,870 | ||||||
| Operating loss | $ | 8,671 | $ | 7,042 | ||||
| Finance expenses (income), net | 104 | (90 | ) | |||||
| Net loss and comprehensive loss | $ | 8,775 | $ | 6,952 | ||||
| Basic and diluted net loss per share | $ | 3.17 | $ | 3.59 | ||||
Revenues
The following table summarizes our revenues by type for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Disposables | $ | 1,061 | $ | 721 | ||||
| Systems | 757 | 529 | ||||||
| Total | $ | 1,818 | $ | 1,250 | ||||
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The following table summarizes our revenues by geographic region for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| United States | $ | 608 | $ | 371 | ||||
| Poland | 229 | 27 | ||||||
| Spain | 50 | 187 | ||||||
| Italy | 122 | 175 | ||||||
| Israel | 4 | 10 | ||||||
| Other | 805 | 480 | ||||||
| Total | $ | 1,818 | $ | 1,250 | ||||
Our revenues for the six months ended June 30, 2026 increased by 45% to $1,818 thousand, compared to $1,250 thousand for the six months ended June 30, 2025. The increase in revenues is attributable to an increase in sales of systems and disposable probes.
Our revenues from sales in the United States increased by 64% to $608 thousand for the six months ended June 30, 2026, compared to $371 thousand for the six months ended June 30, 2025. Our revenues in Poland, Italy and Spain increased by 3% to $401 thousand for the six months ended June 30, 2026, compared to $389 thousand for the six months ended June 30, 2025. Our revenues from sales in other territories increased by 65% to $809 thousand for the six months ended June 30, 2026, compared to $490 thousand for the six months ended June 30, 2025.
Cost of Revenues and Gross Profit
The following table summarizes our cost of revenues for the periods presented, as well as presenting the gross profit as a percentage of total revenues. The period-to-period comparison of results is not necessarily indicative of results for future periods.
| Six Months Ended June 30, |
||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Raw materials, subcontractors, and auxiliary materials (including changes in inventories) | $ | 576 | $ | 307 | ||||
| Payroll and related benefits (including share-based compensation) | 404 | 373 | ||||||
| Depreciation | 86 | 89 | ||||||
| Shipping | 64 | 38 | ||||||
| Royalties to the Israeli Innovation Authority | 55 | 38 | ||||||
| Others | 85 | 56 | ||||||
| Total | $ | 1,270 | $ | 901 | ||||
| Gross profit | $ | 548 | $ | 349 | ||||
| Gross margin | 30 | % | 28 | % | ||||
Our cost of revenues for the six months ended June 30, 2026 increased by 41% to $1,270 thousand, compared to $901 thousand for the six months ended June 30, 2025. Our gross profit for the six months ended June 30, 2026 increased by 57% to $548 thousand, which is 30% of our revenues for the six months ended June 30, 2026. Our gross profit for the six months ended June 30, 2025 was $349 thousand, which is 28% of our revenues for the same period. The increase in gross profit is primarily attributable to the increase in sales of products.
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Research and development expenses
The following table summarizes our research and development expenses for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Payroll and related benefits (including share-based compensation) | $ | 3,144 | $ | 2,677 | ||||
| Clinical trials | 394 | 29 | ||||||
| Raw materials, subcontractors and consulting | 328 | 333 | ||||||
| Others | 413 | 336 | ||||||
| Total | $ | 4,279 | $ | 3,375 | ||||
Research and development expenses increased by 27% to $4,279 thousand during the six months ended June 30, 2026, compared to $3,375 thousand for the six months ended June 30, 2025. The increase is primarily due to the increase in payroll and related benefits, costs associated with clinical trials and the effect of devaluation of the USD compared to the expenses denominated in NIS.
Sales and marketing expenses
The following table summarizes our sales and marketing expenses for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Payroll and related benefits (including share-based compensation) | $ | 1,599 | $ | 1,212 | ||||
| Consultants and professional services | 240 | 514 | ||||||
| Conferences | 223 | 109 | ||||||
| Travel | 163 | 146 | ||||||
| Advertising and promotion | 92 | 7 | ||||||
| Sales Commissions | 18 | 15 | ||||||
| Others | 183 | 143 | ||||||
| Total | $ | 2,518 | $ | 2,146 | ||||
Selling and marketing expenses for the six months ended June 30, 2026 increased by 17% to $2,518 thousand, compared to $2,146 thousand for the six months ended June 30, 2025. The increase in selling and marketing expenses is due to an increase in the number of employees, advertising and conferences costs, which was partially offset by a decrease in consultancy expenses.
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General and administrative expenses
The following table summarizes our general and administrative costs for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Payroll and related benefits (including share-based compensation) | $ | 1,397 | $ | 836 | ||||
| Professional services | 911 | $ | 906 | |||||
| Others | 114 | 128 | ||||||
| Total | $ | 2,422 | $ | 1,870 | ||||
General and administrative expenses increased by 30% to $2,422 thousand for the six months ended June 30, 2026, compared to $1,870 thousand for the six months ended June 30, 2025. The increase is mainly due to an increase in payroll and related benefits and the effect of devaluation of the USD compared to the NIS on expenses denominated in NIS.
Operating loss
Based on the foregoing, our operating loss increased to $8,671 thousand for the six months ended June 30, 2026, from $7,042 thousand for the six months ended June 30, 2025.
Finance expenses (income), net
Finance expenses, net, for the six months ended June 30, 2026 was $104 thousand, compared to finance income of $90 thousand for the six months ended June 30, 2025. The increase in our net finance expenses is primarily due to an increase in exchange rate differences and a decrease in interest on deposits.
Net loss
Net loss for the six months ended June 30, 2026 increased to $8,775 thousand by 26%, compared to a net loss of $6,952 thousand for the six months ended June 30, 2025. The increase is attributable to the increase in operating expenses and finance expenses, which were partially offset by an increase in gross profit.
Liquidity and Capital Resources
Overview
Since our inception through June 30, 2026, we have funded our operations principally from the issuance of securities, loans, revenues from sale of products and grants received from the Israeli Innovation Authority, or IIA. As of June 30, 2026, we had $12,034 thousand in cash and cash equivalents including short-term bank deposits, compared to $8.9 million as of December 31, 2025 and $5,383 thousand as of June 30, 2025.
The table below presents our cash flows for the periods indicated.
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Net cash used in operating activities | (8,148 | ) | (6,850 | ) | ||||
| Net cash used in investing activities | (61 | ) | (28 | ) | ||||
| Net cash provided by financing activities | 11,319 | 4,647 | ||||||
| Effect of foreign currency exchange rates on cash and cash equivalents: | 27 | 50 | ||||||
| Net increase (decrease) in cash and cash equivalents | 3,110 | (2,231 | ) | |||||
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Operating Activities
Cash flows from operating activities consist primarily of loss adjusted for various non-cash items, including depreciation and amortization and share-based compensation expenses. In addition, cash flows from operating activities are impacted by changes in operating assets and liabilities, which include inventories, accounts receivable, other assets, accounts payable and other current liabilities.
Net cash used in operating activities for the six months ended June 30, 2026 was $8,148 thousand. This net cash used in operating activities primarily reflects a net loss of $8,775 thousand, which was offset by non-cash expenses of $411 thousand and by a net change in operating assets and liabilities of $216 thousand.
The net increase in changes in operating assets and liabilities for the six months ended June 30, 2026, is attributable mainly to an increase in trade receivables, prepaid expenses and other receivables and a decrease in other current liabilities. This net increase was partially offset by a decrease in inventory, and an increase in trade payables and employees related benefits.
Net cash used in operating activities for the six months ended June 30, 2025 was $6,850 thousand. This net cash used in operating activities primarily reflects a net loss of $6,952 thousand, which was offset by non-cash expenses of $404 thousand and by a net change in operating assets and liabilities of $302 thousand.
The net decrease in changes in operating assets and liabilities for the six months ended June 30, 2025, is attributable mainly to a decrease in trade receivables and trade payables. This net decrease was partially offset by an increase in inventory, prepaid expenses and other receivables, as well as in employee-related and other current liabilities.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was $61 thousand. This net cash used in investing activities is attributable to the purchase of property and equipment.
Net cash used in investing activities for the six months ended June 30, 2025, was $28 thousand. This net cash used in investing activities is primarily attributable to the purchase of property and equipment.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026, was $11,319 thousand, which was primarily attributable to the issuance and sale of ordinary shares, pre-funded warrants and warrants in the March 2026 Offering and the June 2026 Private Placement (as described below), net of issuance costs and exercise of pre-funded warrants.
Net cash provided by financing activities for the six months ended June 30, 2025, was $4,647 thousand, which was attributable to the issuance of ordinary shares, net of issuance costs, primarily through the use of our 2025 ATM Facility (as defined below) and a bridge loan from our largest shareholder, Epoch Partner Investments Limited, or Epoch.
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Financial Arrangements
As of June 30, 2026, our credit arrangements include grants from the IIA.
On January 13, 2025, we entered into a second equity distribution agreement with Maxim as sales agent, pursuant to which we may offer and sell ordinary shares having an aggregate offering price of up to $13,960,500 from time to time through Maxim, or the 2025 ATM facility The ordinary shares were offered and sold pursuant to our currently effective registration statement on Form F-3 (File No. 333-267272), the prospectus contained therein and the prospectus supplement filed with the SEC dated January 13, 2024. We paid Maxim a commission equal to 2.5% of the gross sales price per share sold pursuant to the terms of the agreement and provided Maxim with customary indemnification and contribution rights. We also agreed to reimburse Maxim for certain specified expenses. On January 8, 2026, we amended the second equity distribution agreement with Maxim to extend its termination date from January 13, 2026 to March 13, 2026. We had sold a total of 199,697 ordinary shares pursuant to the ATM facility, having aggregate gross proceeds of $6.6 million and aggregate net proceeds of $6.3 million.
On May 17, 2025, we entered, as borrower, into a certain unsecured loan agreement, or the Loan Agreement, with Epoch, as lender, pursuant to which we received a bridge loan in the amount of $2,000,000, or the Principal Amount. Pursuant to the Loan Agreement, the Principal Amount is repayable within one calendar year from May 17, 2025, and bears interest at a rate equal to the yield in a 12-month U.S. Treasury bond. Upon completion of the Rights Offering (as defined below), we repaid the Bridge Loan in full.
On August 1, 2025, we closed a rights offering, or the Rights Offering, pursuant to which we distributed, at no charge, to all holders of record of our ordinary shares as of July 9, 2025 non-transferable subscription rights to purchase up to an aggregate of 333,333 units at a subscription price of $30.00 per whole unit. We engaged Maxim Group LLC, or Maxim, to act as the dealer-manager for the Rights Offering, for which it received a cash fee of 7.0% of the gross proceeds received by us directly from exercises of the subscription rights, in addition to any reimbursement, up to $75,000, of expenses. We received $9,999,989 in gross proceeds from the Rights Offering.
On March 26, 2026, we entered into a securities purchase agreement with institutional investors, pursuant to which we agreed to issue and sell, in a registered direct offering, or the March 2026 Offering, approximately 266,667 ordinary shares at an offering price of $15.00 per share. In a concurrent private placement, we agreed to issue and sell to the institutional investors Series B warrants to purchase up to approximately 266,667 ordinary shares, or the Series B Warrants, and Series C warrants to purchase up to approximately 266,667 ordinary shares, or the Series C Warrants, in each case at an exercise price of $16.50 per share. The ordinary shares were offered and sold pursuant to our then-effective registration statement on Form F-3 (File No. 333-290046), the prospectus contained therein and the prospectus supplement filed with the SEC on March 26, 2026. The warrants and the ordinary shares issuable upon exercise of the warrants were not registered under the Securities Act of 1933, as amended, and were offered pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. We sold approximately 266,667 ordinary shares, resulting in aggregate gross proceeds of approximately $4.0 million and aggregate net proceeds of approximately $3.5 million.
On May 12, 2026, we entered into a sales agreement with A.G.P./Alliance Global Partners, or A.G.P., as sales agent, pursuant to which we may offer and sell ordinary shares having an aggregate offering price of up to $4,339,697 from time to time through A.G.P., or the 2026 ATM Facility. The ordinary shares will be offered and sold pursuant to our currently effective registration statement on Form F-3 (File No. 333-290046), the prospectus contained therein and the prospectus supplement filed with the SEC dated May 12, 2026. We will pay A.G.P. a commission equal to 3.0% of the aggregate gross proceeds from each share sold pursuant to the terms of the agreement and will provide A.G.P. with customary indemnification and contribution rights. We also agreed to reimburse A.G.P. for certain specified expenses. As of June 30, 2026 we have sold 716,537 ordinary shares under the 2026 ATM facility, having aggregate gross proceeds of $3.1 million and aggregate net proceeds of $2.8 million.
On June 17, 2026, we entered into a definitive securities purchase agreement, or the Securities Purchase Agreement, for a private placement financing, or the June 2026 Private Placement. Pursuant to the securities purchase agreement, we agreed to issue and sell to a single institutional investor, (i) pre-funded warrants to purchase 1,833,334 ordinary shares at an offering price of $0.0001 per share, (ii) Series D warrants to purchase up to 1,833,334 ordinary shares and (iii) Series E warrants to purchase up to 1,833,334 ordinary shares at a combined purchase price of $2.9999 per pre-funded warrant and accompanying warrants. The pre-funded warrants were exercisable immediately at an exercise price of $0.0001 per share and may be exercised at any time until the pre-funded warrants are exercised in full (subject to the beneficial ownership limitation contained therein). Both the Series D warrants and Series E warrants were exercisable immediately upon issuance and each of the Warrants has an exercise price of $3.00 per share. The Series D Warrants will expire five years following the date of issuance and the Series E Warrants will expire one year following the date of issuance. The June 2026 Private Placement generated aggregate gross proceeds of $5.5 million and aggregate net proceeds of $5.0 million.
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In connection with the June 2026 Private Placement, we entered into an agreement to amend certain outstanding warrants issued to the same institutional investor on March 27, 2026, or the Warrant Amendment Agreement. The warrants subject to the Warrant Amendment Agreement consist of the Series B Warrants to purchase up to 266,666 ordinary shares at an exercise price of $16.50 per share and the Series C Warrants to purchase up to 266,666 ordinary shares at an exercise price of $16.50 per share, collectively, the Existing Warrants. Pursuant to the Warrant Amendment Agreement, we agreed to reduce the exercise price of the Existing Warrants to $3.00 per share and amend their respective termination dates such that the Series B Warrants will expire on June 18, 2031, and the Series C Warrants will expire on June 18, 2027. The effectiveness of the amendments were subject to the approval of our shareholders, which was subsequently obtained on August 6, 2026.
In addition, since our inception, we received an aggregate of $2.7 million (including accumulated interest) from the IIA.
Current Outlook
We have financed our operations to date primarily through proceeds from sales of our ordinary shares and convertible securities, sales of our products and grants from the IIA. We have incurred losses and generated negative cash flows from operations since inception in 2006.
We expect that we will continue to generate substantial operating losses and fund our operations primarily through the utilization of current financial resources, sales of our products, and additional raises of capital. These conditions raise substantial doubts about our ability to continue as a going concern. Our plan involves raising funds from existing shareholder and potential investors. There is no assurance, however, that such funding would be available to us, that it could be obtained on favorable terms, or that we will be provided with sufficient funds to continue to develop and commercialize our products.
We expect to generate revenues from the sale of our products and other revenues in the future. However, we do not expect these revenues to support all of our operation in the near future. We expect our expenses to increase in the future in connection with our ongoing activities, particularly as we continue the development of our MSense system and continue our commercialization efforts. Furthermore, we expect to incur additional costs associated with operating as a public company listed on Nasdaq. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations.
During the six months ended June 30, 2026, our cash and cash equivalents were $12,034 thousand, and we had a working capital of $10,856 thousand and an accumulated deficit of $129,211 thousand. The Company’s current cash and cash equivalents position is not sufficient to fund its planned operations for at least the next 12 months beyond the filing date of this Report of Foreign Private Issuer on Form 6-K. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from existing shareholders and/or outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to successfully complete the development of, and to commercialize, its products In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:
| ● | our ability to sell our products according to our plans; |
| ● | the progress and cost of our research and development activities; |
| ● | the costs associated with the manufacturing our products; |
| ● | the costs of our clinical trials and obtaining regulatory approvals; |
| ● | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; |
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| ● | the cost of our commercialization efforts, marketing, sales and distribution of our products the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and |
| ● | the magnitude of our general and administrative expenses. |
Until we can generate significant recurring revenues and profit, we expect to satisfy our future cash needs through debt or equity financings. We cannot be certain that additional funding will be available to us when needed, on acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of, or eliminate research or development plans, and/or commercialization efforts and/or regulatory efforts with respect to our products in different territories.
Critical Accounting Policies and Estimates
The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting policies is included in “Critical Accounting Policies and Estimates” under “Operating and Financial Review and Prospects” section in our Annual Report, as well as our unaudited interim condensed consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2026, included elsewhere in this Report of Foreign Private Issuer on Form 6-K.
We prepare our financial statements in accordance with U.S. GAAP. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.
Use of estimates in the preparation of financial statements
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. Actual results could differ from those estimates.
Share-based compensation
We measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include options, performance-based awards, share appreciation rights, and employee share purchase plans. We amortize such compensation amounts, if any, over the respective service periods of the award. We use the Black-Scholes-Merton option pricing model, or the Black-Scholes Model, an acceptable model in accordance with ASC 718, Compensation-Stock Compensation, to value options. Option valuation models require the input of assumptions, including the expected life of the stock-based awards, the estimated stock price volatility, the risk-free interest rate, and the expected dividend yield. The risk-free interest rate assumption is based upon the yield from Israel Treasury zero-coupon bonds with an equivalent term. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the term of the award. Our calculation of estimated volatility is based on historical stock prices over a period equal to the expected term of the awards. The average expected life of options was based on the contractual terms of the stock option using the simplified method. We utilize a dividend yield of zero based on the fact that we have never paid cash dividends and have no current intention to pay cash dividends. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. We recognize the compensation expense for share-based compensation granted based on the grant date fair value estimated in accordance with ASC 718. We generally recognize the compensation expense over the employee’s requisite service period. We account for forfeitures when they occur.
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Exhibit 99.3
IceCure Reports its Financial Results for the First Half of 2026 with 45% Revenue Growth Year-Over-Year
The Company is advancing commercial execution and expanding its U.S. commercial footprint through approximately 70% growth in its active installed base following U.S. Food and Drug Administration’s (“FDA”) clearance, driving long-term value creation and supported by a strong cash position.
CAESAREA, Israel, August 12, 2026 /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 option to surgical tumor removal, today reported financial and operational results as of and for the six months ended June 30, 2026.
“We believe IceCure has reached an important inflection point where its clinical and commercial strategies are progressing in parallel rather than independently. Commercial adoption is generating additional clinical evidence, while clinical activity is simultaneously driving commercial utilization, physician confidence and future reimbursement opportunities. This creates a self-reinforcing cycle in which clinical validation supports commercialization, and commercialization further strengthens the clinical foundation. Increasing disposable probe sales continue to demonstrate that commercial adoption extends beyond system placements and is translating into recurring procedural utilization,” said Eyal Shamir, Chief Executive Officer of IceCure.
“Our 45% year-over-year revenue growth reflects the successful execution of our commercial initiatives, growing physician adoption and the ongoing expansion of our installed base across key markets. In addition, the capital we raised during the first half of 2026 helps to advance our long-term commercial plans while continuing to expand our market presence,” added Shamir.
Key First Half 2026 and Recent Highlights:
| ● | Commercial execution continued to gain momentum, reflected by approximately 45% year-over-year revenue growth to $1.8 million during the first half of 2026, supported by growth in both systems and disposable probes. Revenue growth was driven by increasing sales of both ProSense® systems and disposable probes, reflecting not only new customer adoption, but also growing utilization across the Company’s commercial install base. Gross profit increased to $548,000. |
| ● | The Company expanded its U.S. commercial footprint through approximately 70% growth in its active commercial install base, reflecting increased physician adoption, higher procedure volumes and continued growth in active customer accounts. |
| ● | The Company strengthened its balance sheet during the second quarter of 2026 with approximately $8.5 million in gross proceeds from multiple financings and ended the first half of the year with approximately $12.0 million in cash and cash equivalents. |
| ● | IceCure continued to invest in its commercial infrastructure by expanding its U.S. sales organization while broadening its international footprint, including growing adoption in Brazil and other markets. |
| ● | In parallel with commercial expansion, IceCure advanced the FDA-approved post-marketing “CHoICE study (the “CHoICE” Study”), designed to further support physician adoption, future reimbursement opportunities and broader commercialization. Additional U.S. clinical sites are expected to join the study as patient enrollment expands. |
| ● | Clinical leadership continued to strengthen through inclusion in the American Society of Breast Surgeons (“ASBrS”) resource guide, peer-reviewed publications in the International Journal of Surgery and PLOS ONE, the Society of Interventional Oncology (“SIO”) petition to the National Comprehensive Cancer Network (“NCCN”), and positive five-year ICESECRET kidney cancer results presented at ECIO 2026. |
“Our growing commercial momentum and expanding physician adoption reinforce our confidence in ProSense® and its long-term market opportunity. Building on this strong foundation, the CHoICE Study is designed to further support physician adoption and future reimbursement opportunities as our commercialization efforts continue to advance. We look forward to expanding the study across additional leading clinical sites in the United States and increasing patient enrollment, helping make this innovative, minimally invasive treatment available to more women. We are continuing to invest in the commercial and clinical infrastructure needed to support broader adoption of ProSense®, including our expanding U.S. commercial organization and the CHoICE Study,” added Shamir.
Financial Results as of and for the Six Months Ended June 30, 2026
Revenue for the six months ended June 30, 2026 increased approximately 45% to $1.8 million, compared to $1.3 million for the same period in 2025, driven by growth in both systems and disposable probes. Gross profit increased to $548,000, compared to $349,000 in the first half of 2025. The Company ended the period with approximately $12.0 million in cash and cash equivalents, compared to $8.9 million as of December 31, 2025, supported by financing activity completed during the first half of 2026.
Research and development expenses were $4.3 million for the six months ended June 30, 2026, compared to $3.4 million for the same period in 2025. The increase was primarily driven by the initiation of the CHoICE Study supporting the continued clinical expansion of ProSense® and the impact of foreign exchange fluctuations, primarily on payroll-related expenses.
Sales and marketing expenses were $2.5 million for the six months ended June 30, 2026, compared to $2.1 million for the same period in 2025. The increase primarily reflects investments in expanding the Company’s sales team, particularly in the United States, to support growing market demand and drive future sales growth following the FDA marketing authorization of ProSense®.
General and administrative expenses were $2.4 million for the six months ended June 30, 2026, compared to $1.9 million for the same period in 2025. The increase was primarily driven by the impact of foreign exchange fluctuations on payroll-related expenses and higher share-based compensation expense, a non-cash item.
Conference call & webcast info:
Wednesday, August 12, 2026,
at 10:00 am EDT
US: 1-888-407-2553
Israel/International: +972-3-918-0696
A live webcast will be available at: https://www.veidan-conferencing.com/icecure-investors
A recording of the webcast will be available at: ir.icecure-medical.com
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 option to 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 Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. For example, the Company is using forward-looking statements when it discusses belief that the Company’s clinical and commercial strategies are progressing in parallel and creating a self-reinforcing cycle that may generate additional clinical evidence and drive increased commercial utilization, physician confidence, reimbursement opportunities and recurring procedural utilization; its belief that it is well positioned, including as a result of the capital raised during the period discussed above, to advance its long-term commercial plans, expand its market presence and create long-term value; the continued expansion of its U.S. commercial footprint, active installed base, physician adoption, procedure volumes and active customer accounts; its plans to continue investing in and expanding its U.S. commercial organization and international presence, including in Brazil and other markets; its plans and expectations regarding the CHoICE Study, including the addition of leading U.S. clinical sites and expanded patient enrollment; the potential for the CHoICE Study to support physician adoption, future reimbursement opportunities and broader commercialization; and the Company’s confidence in ProSense® and its long-term market opportunity and ability to make ProSense® available to more eligible patients. 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, 2025 filed with the SEC on March 17, 2026, 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.
Investor Relations:
Meir Peleg, CFO
investors@icecure-medical.com
+1-888-902-5716
2
ICECURE MEDICAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| As of June 30, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| U.S. dollars in thousands | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | 12,034 | 8,897 | ||||||
| Trade receivables | 413 | 331 | ||||||
| Inventory | 2,545 | 2,625 | ||||||
| Prepaid expenses and other receivables | 1,654 | 752 | ||||||
| Total current assets | 16,646 | 12,605 | ||||||
| NON-CURRENT ASSETS | ||||||||
| Long-term restricted deposits | 54 | 51 | ||||||
| Rights of use assets | 93 | 239 | ||||||
| Property and equipment, net | 914 | 993 | ||||||
| Total non-current assets | 1,061 | 1,283 | ||||||
| TOTAL ASSETS | 17,707 | 13,888 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Trade payables | 1,634 | 863 | ||||||
| Lease liabilities | 69 | 204 | ||||||
| Employees and employees related benefits | 3,186 | 2,659 | ||||||
| Other current liabilities | 901 | 1,098 | ||||||
| Total current liabilities | 5,790 | 4,824 | ||||||
| NON-CURRENT LIABILITIES | ||||||||
| Long-term lease liabilities | 21 | 13 | ||||||
| Total non-current liabilities | 21 | 13 | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares, No par value; Authorized 2,500,000,000 shares; Issued and outstanding: 3,426,715 shares and 2,439,321 shares as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | 141,107 | 129,487 | ||||||
| Accumulated deficit | (129,211 | ) | (120,436 | ) | ||||
| Total shareholders’ equity | 11,896 | 9,051 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 17,707 | 13,888 | ||||||
3
ICECURE MEDICAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| U.S. dollars in thousands (except per share data) | ||||||||
| Revenues | 1,818 | 1,250 | ||||||
| Cost of revenues | 1,270 | 901 | ||||||
| Gross profit | 548 | 349 | ||||||
| Research and development expenses | 4,279 | 3,375 | ||||||
| Sales and marketing expenses | 2,518 | 2,146 | ||||||
| General and administrative expenses | 2,422 | 1,870 | ||||||
| Operating loss | 8,671 | 7,042 | ||||||
| Finance expenses (income), net | 104 | (90 | ) | |||||
| Net loss and comprehensive loss | 8,775 | 6,952 | ||||||
| Basic and diluted net loss per share | 3.17 | 3.59 | ||||||
| Weighted average number of shares outstanding used in computing basic and diluted loss per share | 2,769,593 | 1,938,517 | ||||||
4
ICECURE MEDICAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| U.S. dollars in thousands | ||||||||
| Cash flows from operating activities | ||||||||
| Net loss | (8,775 | ) | (6,952 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 140 | 151 | ||||||
| Share-based compensation | 301 | 295 | ||||||
| Exchange rate changes in cash and cash equivalents and long-term restricted deposits | (30 | ) | (52 | ) | ||||
| Other finance cost | - | 10 | ||||||
| Changes in assets and liabilities: | ||||||||
| Decrease (increase) in trade receivables | (82 | ) | 99 | |||||
| Increase in prepaid expenses and other receivables | (902 | ) | (205 | ) | ||||
| Decrease (increase) in inventory | 80 | (341 | ) | |||||
| Decrease in right of use assets | 178 | 173 | ||||||
| Increase (decrease) in trade payables | 771 | (71 | ) | |||||
| Decrease in lease liabilities | (159 | ) | (140 | ) | ||||
| Increase in employees and employees related liabilities | 527 | 471 | ||||||
| Decrease in other current liabilities | (197 | ) | (288 | ) | ||||
| Net cash used in operating activities | (8,148 | ) | (6,850 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | (61 | ) | (28 | ) | ||||
| Net cash provided by (used in) investing activities | (61 | ) | (28 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Loan from related party | - | 2,000 | ||||||
| Proceeds from issuance of ordinary shares, warrants and pre-funded warrants, net of issuance costs | 11,309 | 2,647 | ||||||
| Proceeds from exercise of warrants | 10 | - | ||||||
| Net cash provided by financing activities | 11,319 | 4,647 | ||||||
| Increase (decrease) in cash and cash equivalents | 3,110 | (2,231 | ) | |||||
| Cash and cash equivalents at beginning of the year | 8,897 | 7,564 | ||||||
| Effect of exchange rate fluctuations on balances of cash and cash equivalents | 27 | 50 | ||||||
| Cash and cash equivalents at end of period | 12,034 | 5,383 | ||||||
| Non-cash activities | ||||||||
| Obtaining a right-of-use asset in exchange for a lease liability | 32 | 41 | ||||||
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Filing Exhibits & Attachments
8 documentsPress Releases
- EX-99.1 ICECURE MEDICAL LTD.'S UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEM 270.6 KB
- EX-99.2 ICECURE MEDICAL LTD.'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITI 110.2 KB
- EX-99.3 PRESS RELEASE TITLED "ICECURE REPORTS ITS FINANCIAL RESULTS FOR THE FIRST HALF O 67.5 KB