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
Commission File Number: 001-40753
ICECURE MEDICAL LTD.
(Translation of registrant’s name into
English)
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
CONTENTS
Reverse Share Split
On June 2, 2026, IceCure Medical Ltd. (the “Company”) issued
a press release titled “IceCure Medical Announces 1-for-30 Reverse Share Split to Support Nasdaq Compliance,” a copy of which
is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
This Report on Foreign Private Issuer on Form 6-K is incorporated by
reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-290046
and 333-258660) and
Form S-8 (File Nos. 333-270982,
333-264578, 333-262620
and 333-281587), filed with
the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K
is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
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| 99.1 |
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Press
Release issued by IceCure Medical Ltd., dated June 2, 2026, titled “IceCure Medical Announces 1-for-30 Reverse Share Split to Support
Nasdaq Compliance.” |
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 2, 2026 |
By: |
/s/ Eyal
Shamir |
| |
|
Eyal Shamir |
| |
|
Chief Executive Officer |
Exhibit 99.1
IceCure Medical Announces 1-for-30 Reverse
Share Split to Support Nasdaq Compliance
Proactive Step to Regain
Nasdaq Compliance as Part of the Company’s Broader Capital Markets Strategy
CAESAREA, ISRAEL, June 2, 2026 (PR NEWSWIRE) -- IceCure Medical Ltd.
(the “Company” or “IceCure” or “IceCure Medical”) (Nasdaq: ICCM), developer of minimally-invasive
cryoablation technology that destroys tumors by freezing as an option to surgical tumor removal, today announced that it intends to effect
a one-for-thirty reverse split (the “Reverse Share Split”) of the Company’s ordinary shares, no par value per share,
(the “Ordinary Shares”), as part of its proactive efforts to regain compliance with the Nasdaq $1.00 minimum bid price requirement
and support its broader capital markets strategy. The Ordinary Shares continue to trade on the Nasdaq Capital Market under the existing
symbol “ICCM” and will begin trading on a split-adjusted basis when the market opens on June 4, 2026. The new CUSIP number
for the Ordinary Shares following the Reverse Share Split will be M53071201.
The primary purpose of the Reverse Share Split
is to increase the per-share trading price of the Company’s Ordinary Shares to regain compliance with the $1.00 minimum bid price
requirement for continued listing on The Nasdaq Capital Market. Under applicable Nasdaq rules, the Company has until November 9, 2026
to cure the non-compliance. By effecting the Reverse Share Split at this time, the Company intends to proactively satisfy these regulatory
requirements and maintain the listing of its Ordinary Shares on Nasdaq.
The Reverse Share Split was approved by the Company’s
shareholders at the Company’s Special General Meeting of Shareholders held on May 11, 2026, to be effected at the board of directors’
discretion within approved parameters, and the board of directors has approved the 1-for-30 ratio. The Reverse Share Split will not result
in an adjustment to the authorized share capital of the Company under the Company’s amended and restated articles of association,
as currently in effect (the “Articles”), which, as of the date hereof consists of 2,500,000,000 Ordinary Shares.
The Reverse Share Split will affect all shareholders uniformly and
will not alter any shareholder’s percentage ownership interest in the Company’s equity, except for minor changes to the treatment
of fractional shares as described below. The Reverse Share Split will adjust the number of issued and outstanding Ordinary Shares of the
Company from 84,201,034 Ordinary Shares to approximately 2,806,701 Ordinary Shares (subject to any further adjustments based on the treatment
of fractional shares). In accordance with the Company’s Articles, no fractional Ordinary Shares will be issued as a result of the
Reverse Share Split and all fractional Ordinary Shares shall be rounded to the nearest whole Ordinary Share, as applicable, such that
only shareholders holding fractional consolidated Ordinary Shares of more than half of the number of Ordinary Shares which consolidation
constitutes one whole Ordinary Share, shall be entitled to receive one consolidated Ordinary Share, as applicable. Proportional adjustments
also will be made to Ordinary Shares underlying outstanding options and warrants (with a reciprocal increase in the per share exercise
price), restricted shares, restricted share units, and to the number of Ordinary Shares issued and issuable under the Company’s
share incentive plans and certain existing agreements.
VStock Transfer, the Company’s transfer
agent, will send instructions to shareholders of record who hold share certificates regarding the exchange of certificates for Ordinary
Shares. Shareholders who hold their Ordinary Shares in book-entry form or in brokerage accounts or “street name” are not required
to take any action to effect the exchange of their Ordinary Shares following the Reverse Share Split.
About IceCure Medical Ltd.
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 Disclaimer
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, we are using forward-looking statements when we discuss the effective date for the Reverse Share
Split and the date that trading of the Ordinary Shares will begin on a split-adjusted basis. 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 Contact
Email: investors@icecure-medical.com
Michael Polyviou
Phone: 732-232-6914
