Intercure raises $5M in share-and-warrant offering

Rhea-AI Filing Summary

Intercure Ltd. (INCR) reported that on August 12, 2026 it entered into a securities purchase agreement with several investors, including CEO and board chairman Alexander Rabinovich, for a private placement of 1,579,028 units, each comprising one ordinary share and one five-year warrant. Units were priced at $2.918, and each warrant is exercisable at $1.59 per share. The offering closed on August 25, 2026, with shareholder approval required solely for Mr. Rabinovich’s participation; he beneficially owns about 26% of outstanding ordinary shares. Gross proceeds to the company were $5 million, excluding Mr. Rabinovich’s expected participation of approximately $2 million. Intercure plans to use the proceeds for working capital and to rehabilitate the Nir Oz facility of its wholly owned subsidiary Canndoc Ltd. The securities were issued in a private, unregistered offering relying on Section 4(a)(2) and/or Regulation S exemptions.

Filing Explained

The placement adds ordinary shares now and leaves one five-year warrant per unit as contingent capacity for further share issuance.

The filing reports that the private placement was completed on August 25, 2026 and securities were issued; shareholder approval remains required only for CEO and chairman Alexander Rabinovich’s participation.

The ordinary shares included for the other participants increase the total share count and reduce existing holders’ percentage ownership absent offsets, while the warrants are additional issuance capacity rather than shares issued today.

Each warrant can be exercised for one share at $1.59 during five years from issuance, so any further share-count increase depends on exercise.

Key Figures

Units offered: 1,579,028 units Unit purchase price: $2.918 per unit Warrant exercise price: $1.59 per share +4 more

7 metrics

Units offered 1,579,028 units Private placement completed August 25, 2026

Unit purchase price $2.918 per unit Each unit includes one ordinary share and one warrant

Warrant exercise price $1.59 per share Each warrant exercisable for five years from issuance

Gross proceeds (excluding CEO) $5 million Proceeds to the company from the private placement

Expected CEO participation approximately $2 million Subject to shareholder approval

CEO beneficial ownership approximately 26% of outstanding Ordinary Shares Ownership before the offering, as stated by the company

Warrant term five years Exercise period from the date of issuance

Key Terms

securities purchase agreement, private placement, warrant, Section 4(a)(2) of the Securities Act, +2 more

6 terms

securities purchase agreement financial

"entered into a securities purchase agreement with certain investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"relating to a private placement offering (the “Offering”) of 1,579,028 units"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrant financial

"each consisting of one ordinary share ... and one warrant to purchase"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Section 4(a)(2) of the Securities Act regulatory

"exempt from the registration requirements ... pursuant to Section 4(a)(2)"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 903 of Regulation S regulatory

"and/or Rule 903 of Regulation S promulgated thereunder"

forward-looking statements regulatory

"contains expressed or implied forward-looking statements pursuant to U.S. Federal"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What type of financing did Intercure Ltd. (INCR) announce on this 6-K?

Intercure Ltd. announced a private placement of 1,579,028 units, each unit consisting of one ordinary share and one warrant, under a securities purchase agreement with several investors, including its CEO and chairman, Alexander Rabinovich.

How much capital is Intercure Ltd. (INCR) raising in this private placement?

Intercure Ltd. reports gross proceeds of $5 million from the offering, excluding CEO Alexander Rabinovich’s participation, which is expected to be approximately $2 million, subject to shareholder approval for his participation.

What are the pricing terms of the units and warrants in Intercure’s (INCR) offering?

Each unit is priced at $2.918 and includes one ordinary share and one warrant. Each warrant is exercisable for five years from issuance at an exercise price of $1.59 per share.

How does CEO Alexander Rabinovich participate in Intercure Ltd. (INCR)’s offering?

Alexander Rabinovich participates as an investor in the private placement. His participation, expected to be about $2 million, requires shareholder approval. He is also the beneficial owner of approximately 26% of Intercure’s outstanding ordinary shares.

How will Intercure Ltd. (INCR) use the proceeds from this private placement?

Intercure Ltd. intends to use the offering proceeds for working capital purposes and to rehabilitate the Nir Oz facility of its wholly owned subsidiary, Canndoc Ltd., according to the report.

Are the securities in Intercure Ltd. (INCR)’s private placement registered with the SEC?

No. The securities have not been registered under the Securities Act of 1933 and were issued under Section 4(a)(2) and/or Rule 903 of Regulation S. They may not be sold in the United States absent registration or an applicable exemption.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 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 ☐

On August 12, 2026, InterCure Ltd. (“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 the Chairman of the board of directors of the Company, 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 $2.918 per unit. Each Warrant is exercisable for a period of five years from the date of issuance at an exercise price of $1.59 per share.

The Offering was completed on 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 26%  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 million, not including the proceeds from Mr. Rabinovich, which are expected to be approximately $2 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 26, 2026	/s/ Amos Cohen
	Amos Cohen
	Chief Financial Officer

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 150.8 KB

Other Documents

• EX-4.1 EX-4.1 89.8 KB