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 June 2026 (Report No. 4)
Commission File Number: 001-40753
ICECURE
MEDICAL Ltd.
(Translation of registrant’s name into English)
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
(Address of principal executive 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
May 5, 2026, IceCure Medical Ltd. (the “Company”) was informed that the Tel Aviv District Court (the “Court”)
issued a decision approving a motion to certify a class action (the “Decision”), which was originally filed on July 5, 2021
by a purported shareholder of the Company (the “Plaintiff”), against the Company, its officers and directors, its controlling
shareholder and, to a more limited extent, certain investors who participated in a private placement approved by the Company’s shareholders
on March 7, 2021. On May 5, 2026, the Court also approved the certification of two plaintiff classes, appointed the Plaintiff as the representative
plaintiff and approved the causes of action.
On June 25, 2026, the Plaintiff
filed the claim as a class action with the Court. As previously disclosed by the Company, the claim 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.
The Company respectfully continues
to believe that the claims are without merit and intends to defend itself vigorously.
The Company is challenging
the Decision and expects to file a motion for reconsideration of the Decision with the Economic Department of the Court no later than
July 5, 2026. Moreover, upon the filing of the motion for reconsideration and the parties’ consent to enter into a mediation process,
the Company intends to seek a stay of the proceedings of the class action complaint.
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. 333-297030, 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 (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, the expected filing of a motion for reconsideration, intent to seek a stay of
proceedings of the class action 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.
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IceCure Medical Ltd. |
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| Date: June 26, 2026 |
By: |
/s/ Eyal Shamir |
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Eyal Shamir |
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Chief Executive Officer |
