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. 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 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
Private Placement Offering
On
June 17, 2026, IceCure Medical Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell,
in a private placement by the Company directly to the Purchaser (the “Offering”) (i) pre-funded warrants (“Pre-Funded
Warrants”) to purchase 1,833,334 ordinary shares, no par value per share, of the Company (“Ordinary Shares”), (ii) Series
D warrants to purchase up to 1,833,334 Ordinary Shares (“Series D Warrants”) and Series E warrants to purchase up to 1,833,334
Ordinary Shares (“Series E Warrants,” and together with the Series D Warrants, the “Warrants”), at a combined
purchase price of $2.9999 per Pre-Funded Warrant and accompanying Warrants.
The Purchase Agreement contains
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company, other obligations of the parties, and termination provisions. The Pre-Funded Warrants are exercisable immediately upon issuance
and have an exercise price of $0.0001 per share. The Warrants are 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 Pre-Funded Warrants, Warrants
and the Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants and the Warrants have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), and are being offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act and/or Regulation D promulgated thereunder. The Purchase Agreement requires the Company to file a resale registration
statement (the “Resale Registration Statement”) as soon as practicable (and in any event within 10 trading days of the date
of the Purchase Agreement), to register the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and Warrants and to use
commercially reasonable efforts to cause such registration statement to become effective within 30 days, or within 60 days of the filing
of the registration statement in the event the Securities and Exchange (the “Commission”) elects to review such registration
statement, and to keep such registration statement effective as provided in the Purchase Agreement.
In connection with the Offering,
the Company also entered into an agreement to amend certain existing warrants (the “Warrant Amendment Agreement”) that were
previously issued on March 27, 2026 to the Purchaser. Such existing warrants originally entitled the investor to purchase up to (i) 266,666
Ordinary Shares of the Company, with an exercise price of $16.50 per share (the “Series B Warrants”) and up to (ii) 266,666
Ordinary Shares of the Company, with an exercise price of $16.50 per share (the “Series C Warrants,” and together with the
Series B Warrants, the “Existing Warrants”). The Company has agreed to amend such Existing Warrants to reduce the exercise
price to $3.00 per share and amend the termination date of such Existing Warrants 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
described above are subject to approval by the Company’s shareholders.
The gross proceeds from the
Offering are expected to be approximately $5.5 million, before deducting placement agent fees and other offering expenses. The closing
of the Offering is expected to occur on or about June 18, 2026, subject to the satisfaction of customary closing conditions. The Company
intends to use the net proceeds from the Offering for working capital and other general corporate purposes.
On June 17, 2026, the Company
entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”
or the “Placement Agent”), pursuant to which the Company engaged A.G.P. as the exclusive placement agent in connection with
the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. In addition, under
the Placement Agency Agreement the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds
from the sale of the securities sold in this Offering, except that a reduced cash fee of 3.0% applies to proceeds raised from certain
investors mutually agreed upon by the Company and the Placement Agent. The Company agreed to reimburse the Placement Agent at closing
for legal and other expenses incurred by them in connection with the offering in an amount not to exceed $50,000.
Pursuant to the Purchase Agreement
and the Placement Agency Agreement, and subject to certain exceptions, from the date of the Purchase Agreement until 30 days following
the effective date of the Resale Registration Statement, neither the Company nor any of its subsidiaries may, without the prior written
consent of the Placement Agent, (i) offer, pledge, sell, contract to sell or otherwise dispose of any Ordinary Shares or Ordinary Share
Equivalents (as defined in the Purchase Agreement), (ii) file or cause to be filed any registration statement with the Commission relating
to the offering of any Ordinary Shares or Ordinary Share Equivalents (other than the Resale Registration Statement contemplated by the
Purchase Agreement, any registration statement on Form S-8, and amendments to existing registration statements), or (iii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares,
whether any such transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. Notwithstanding
the foregoing, the foregoing restrictions shall not apply to certain exempt issuances as set forth in the Purchase Agreement.
In addition, unless waived
by the Purchaser, from the date of the Purchase Agreement until six months following the closing date, the Company is prohibited from
effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Ordinary Shares or Ordinary
Share Equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions as described
in the Purchase Agreement including an exception that sales pursuant to the Company’s at-the-market offering program previously entered
into with the Placement Agent may be made starting 30 days following the effective date of the Resale Registration Statement.
In connection with the Offering,
the Company’s directors and executive officers entered into lock-up agreements with the Placement Agent, pursuant to which they
agreed not to, directly or indirectly, offer, sell or otherwise transfer any Ordinary Shares or securities convertible into or exercisable
or exchangeable for Ordinary Shares for a period of 30 days following the effective date of the Resale Registration Statement, subject
to customary exceptions.
The foregoing summaries of
the Purchase Agreement, the Placement Agency Agreement, the Warrant Amendment Agreement, the Pre-Funded Warrants, the Series D Warrants
and the Series E Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as
Exhibits 10.1, 10.2, 10.3, 4.1, 4.2 and 4.3, respectively, hereto and incorporated by reference herein.
This Report of Foreign Private
Issuer on Form 6-K (this “Report”) shall not constitute an offer to sell any securities or a solicitation of an offer to buy
any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Press Releases
On June 17, 2026, the Company issued a press release titled “IceCure
Reports 70% Growth in Active U.S. Commercial Install Base for Breast Cancer Cryoablation Following FDA Clearance”, a copy of which
is furnished as Exhibit 99.1 to this Report. A copy of the press release related to the Offering entitled “IceCure Announces Pricing
of $5.5 Million Private Placement Priced At a Premium to the Market Price with a Single Healthcare Focused Institutional Investor”
is furnished as Exhibit 99.2 to this Report.
Incorporation By Reference
This Report (excluding
the fifth paragraph of the press release included as Exhibit 99.1 hereto) is incorporated by reference into the Company’s
Registration Statements on Form F-3 (File Nos. 333-290046
and 333-258660) and
Form S-8 (File Nos. 333-270982, 333-264578, 333-262620
and 333-281587), filed
with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not
superseded by documents or reports subsequently filed or furnished.
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 the closing of the Offering,
the intended use of the net proceeds from the Offering and amendments of the warrants that are subject to shareholder approval. The Offering
is subject to closing conditions and shareholders may not approve the warrant amendments. 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 Commission on March 17, 2026, and the Company’s other filings with the Commission.
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.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant. |
| 4.2 |
|
Form of Series D Warrant. |
| 4.3 |
|
Form of Series E Warrant. |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of June 17, 2026, by and between the Company and the purchaser party thereto. |
| 10.2 |
|
Placement Agency Agreement, dated as of June 17, 2026, by and between the Company and A.G.P./Alliance Global Partners. |
| 10.3 |
|
Warrant Amendment Agreement, dated as of June 17, 2026, by and between the Company and the purchaser party thereto. |
| 99.1 |
|
Press Release dated June 17, 2026, titled “IceCure Reports 70% Growth in Active U.S. Commercial Install Base for Breast Cancer Cryoablation Following FDA Clearance.” |
| 99.2 |
|
Press Release dated June 17, 2026, titled “IceCure Announces Pricing of $5.5 Million Private Placement Priced At a Premium to the Market Price with a Single Healthcare Focused Institutional Investor.” |
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: June 18, 2026 |
By: |
/s/ Eyal Shamir |
| |
|
Eyal Shamir |
| |
|
Chief Executive Officer |
4
Exhibit 99.1
IceCure Reports 70% Growth in Active U.S. Commercial
Install
Base for Breast Cancer Cryoablation Following FDA Clearance
Increase driven by FDA clearance, clinical guideline
support, and increased physician demand. Significant rise in number of leads for ProSense® systems generated at U.S. medical society
conferences compared to last year
ProSense® breast cancer cryoablation procedures
have been performed in major cities across the U.S.
CAESAREA, Israel, June 17, 2026 –
IceCure Medical Ltd. (Nasdaq: ICCM) (“IceCure”, “IceCure Medical” or the “Company”), today reported
a 70% increase in its U.S. active commercial install base of ProSense® for breast cancer cryoablation following U.S. Food and Drug
Administration (FDA) marketing authorization in October 2025, reflecting accelerating commercial adoption, expanding physician demand
and continued growth in the Company’s U.S. footprint.
IceCure develops and commercializes its minimally
invasive cryoablation technology that destroys tumors by freezing, offering an option to surgical tumor removal 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 surgery.
IceCure has continued to add new ProSense®
systems to its installment base at clinics and hospitals across the U.S. As adoption expands, ProSense® breast cancer cryoablation
procedures have been performed in major metropolitan areas throughout the country, including Los Angeles, New York, Atlanta, Dallas, Detroit,
Philadelphia, Phoenix, Memphis and many other communities.
The Company had strong engagement at two of the
leading breast health conferences held this earlier year, the Society of Breast Imaging (“SBI”) Annual Symposium and the American
Society of Breast Surgeons (“ASBrS”) Annual Meeting, where IceCure generated significantly more sales leads for ProSense®
systems compared to the same events in 2025, prior to FDA authorization, reflecting significantly increased interest from physicians and
healthcare providers.
“With growing physician interest, expanding
clinical acceptance, and increased patient awareness, we believe we remain in the early stages of a significant commercial opportunity
for breast cancer cryoablation in the U.S.,” said IceCure’s Chief Executive Officer, Eyal Shamir. “We are focused on continuing
to expand our installed base, supporting physicians with training and education and increasing access to ProSense® for eligible patients.”
In addition to regulatory approval, other factors
driving demand are:
Growing Clinical Acceptance - ASBrS recently
updated its Resource Guide to recommend cryoablation as a local treatment option for low-risk breast cancer patients, marking an important
milestone in the clinical adoption of minimally invasive breast cancer therapies. IceCure believes the updated guidance reflects growing
recognition among breast surgeons and healthcare professionals of cryoablation’s potential role in treating appropriately selected patients.
Increasing Patient Awareness - Patient
awareness of breast cancer cryoablation continues to grow as ProSense® receives broader media attention. Recent coverage by Reuters
and local television news segments aired across approximately 190 CBS and CW-affiliated stations nationwide (including Boston, Philadelphia,
and Chicago) have highlighted cryoablation as a minimally invasive alternative to surgery for eligible breast cancer patients. IceCure
believes this increased visibility is helping educate patients and physicians about available treatment options.
About ProSense®
The ProSense® Cryoablation System is the first
and only medical device to receive FDA marketing authorization 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. A
full list of benefits and risks can be found on the Company’s website.
ProSense® is a minimally invasive cryosurgical
tool that provides the option to destroy tumors by freezing them. The system uniquely harnesses the power of liquid nitrogen to create
large lethal zones for maximum efficacy in tumor destruction in benign and cancerous lesions, including in the breast, kidney, lung, and
liver.
ProSense® enhances patient and provider value
by accelerating recovery, reducing pain, surgical risks, and complications. With its easy, transportable design and liquid nitrogen utilization,
ProSense® opens the door to fast and convenient office-based procedures for breast tumors.
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 Statement
This press release 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. Words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify
forward-looking statements. For example, IceCure is using forward looking statements in this press release when it discusses:
accelerating commercial momentum in the U.S. market and growth in the Company’s U.S. footprint; growing physician interest in and
demand for ProSense; expanding clinical acceptance and increased patient awareness of ProSense; the believe that the Company is in the
early stages of a significant commercial opportunity for breast cancer cryoablation in the U.S.; the Company’s focus on continuing
to expand its installed base, supporting physicians with training and education, and increasing access to ProSense® for eligible patients;
and the Company’s belief that increased visibility regarding cryoablation is helping educate patients and physicians about available treatment
options. 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
United States Securities and Exchange Commission (“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.
IR Contact:
Email: investors@icecure-medical.com
Meir Peleg, CFO
Phone: +972-54-227-8916
Exhibit 99.2
IceCure Announces Pricing of $5.5 Million Private
Placement Priced At a Premium to the Market
Price with a Single Healthcare Focused Institutional Investor
CAESAREA, Israel, June 17, 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 announced that it has entered into
securities purchase agreements with a single healthcare focused institutional investor, for the purchase and sale of 1,833,334 ordinary
shares (or ordinary share equivalents in lieu thereof), Series D Warrants to purchase up to 1,833,334 ordinary shares (the “Series
D Warrants”) and Series E Warrants to purchase up to 1,833,334 ordinary shares (the “Series E Warrants,” and together
with the Series D Warrants, the “Warrants”) at a combined purchase price of $3.00 per share and accompanying Warrants in a
private placement, priced at a premium to the previous Nasdaq closing price for the Company’s ordinary shares. The gross proceeds
from the offering are expected to be approximately $5.5 million, before deducting placement agent commissions and other estimated offering
expenses. The Warrants will have an exercise price of $3.00 per share and will be exercisable immediately upon issuance. 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 closing of the offering is expected to occur
on or about June 18, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds
from the offering for working capital and other general corporate purposes.
A.G.P./Alliance Global Partners is acting as the
sole placement agent for the offering.
The offer and sale of the foregoing securities
is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities
have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities
may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities
purchase agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and
Exchange Commission (the “SEC”) covering the resale of the ordinary shares and ordinary shares underlying warrants sold in
the offering.
The Company has also agreed, subject to receipt
of shareholder approval to the extent required by applicable law and Nasdaq rules, to amend certain Series B and Series C warrants issued
to the investor in March 2026 (the “March 2026 Warrants”) to purchase up to an aggregate of 266,666 ordinary shares. Upon
obtaining such shareholder approval, the exercise price of the March 2026 Warrants will be reduced from $16.50 per share, to $3.00 per
share. The Series B Warrants will expire in June 2031 and the Series C Warrants will expire in June 2027.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
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 the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking
statements. For example, IceCure is using forward looking statements in this press release when it discusses: the anticipated proceeds
from the offering, the closing of the offering and the anticipated amendment of the March 2026 Warrants, including the receipt of any
required shareholder approvals relating thereto. 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 United States Securities and Exchange Commission (“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.
IR Contact:
E-mail: investors@icecure-medical.com
Meir Peleg, CFO
