UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K/A
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. 4)
Commission
File Number: 001-40614
INTERCURE
LTD.
(Translation
of registrant’s name into English)
85
Medinat ha-Yehudim Street
Herzliya,
4676670, Israel
Tel:
+972 77 460 5012
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
This
Amendment No. 1 on Form 6-K/A (this “Amendment”) amends the Report of Foreign Private Issuer on Form 6-K furnished by InterCure
Ltd. (the “Company”) to Securities and Exchange Commission on August 26, 2026 (the “Original Form 6-K”). The
Original Form 6-K inadvertently reported the purchase price per Unit and the exercise price per Ordinary Share underlying the Warrants
without accurately giving effect to the Company’s 1-for-5 reverse share split, which became effective on August 24, 2026. This
Amendment corrects those amounts. Except as expressly set forth herein, this Amendment does not amend, update or otherwise modify the
Original Form 6-K.
As
previously disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K furnished on June 22, 2026, the Company entered
into a binding term sheet with certain investors relating to a private placement. Subsequently, between August 12, 2026 and August
25, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain
investors, including Mr. Alexander Rabinovich, the Company’s Chief Executive Officer and Chairman of the board of directors, relating
to a private placement offering (the “Offering”) of 1,579,028 units, each consisting of one ordinary share, no par value,
of the Company (an “Ordinary Share”) and one warrant to purchase one Ordinary Share (a “Warrant”), at a purchase
price of $4.71 per unit. Each Warrant is exercisable for a period of five years from the date of issuance at an exercise price of $7.07
per Ordinary Share.
The
Offering was completed between August 12, 2026 and August 25, 2026; provided, however, that shareholder approval is required solely
with respect to the participation of Mr. Rabinovich, who is also the beneficial owner of approximately 25% of the Company’s outstanding
Ordinary Shares, in the Offering. The participation of all other investors in the Offering was not subject to shareholder approval.
The
gross proceeds to the Company from the Offering were $5.3 million, not including the proceeds from Mr. Rabinovich, which are expected
to be approximately $2.1 million. The Company intends to use the proceeds from the Offering for working capital purposes and to rehabilitate
the Nir Oz facility of its wholly owned subsidiary, Canndoc Ltd.
The
securities issued with respect to the Offering were exempt from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 903 of Regulation S promulgated thereunder.
The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption
from registration.
This
Report of Foreign Private Issuer on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy 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.
The foregoing descriptions
of the Securities Purchase Agreement and the Warrants are qualified in their entirety by reference to the full text of the forms of the
Securities Purchase Agreement and Warrant, copies of which are filed as Exhibits 10.1 and 4.1, respectively.
Safe
Harbor Statement
This
Report of Foreign Private Issuer on Form 6-K contains expressed or implied forward-looking statements pursuant to U.S. Federal securities
laws. For example, the Company is using forward-looking statements when discussing the receipt of shareholder approval, and the use of
the proceeds from the Offering. These forward-looking statements and their implications are based on the current expectations of the
management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to
publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained
under the heading “Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2025 filed
with the Securities and Exchange Commission (the “SEC”), which is available on the SEC’s website, www.sec.gov, and
in subsequent filings made by the Company with the SEC.
| Exhibit
No. |
|
|
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
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.
| |
INTERCURE
LTD. |
| |
|
| Date:
August 27, 2026 |
/s/
Amos Cohen |
| |
Amos
Cohen |
| |
Chief
Financial Officer |
