InterCure (NASDAQ: INCR) to acquire ISHI via 10% equity issuance

Rhea-AI Filing Summary

InterCure Ltd. is entering a two-phase acquisition of Israeli cannabis technology and brand company ISHI (Botanico Ltd.) through a share purchase agreement. InterCure will first acquire 50% of ISHI’s fully diluted share capital in exchange for 2,261,345 ordinary shares and 205,710 options, then acquire the remaining 50% for an additional 2,252,317 shares and 204,889 options once ISHI posts three consecutive months of positive operating profitability or after 24 months. The total consideration of 4,513,663 shares and 410,599 options represents about 10% of InterCure’s fully diluted shares immediately before the initial closing. ISHI security holders face Rule 144 restrictions and an extra lock-up limiting sales to up to 33% of InterCure’s prior-day Nasdaq trading volume, and two ISHI founders will join InterCure’s leadership team. The initial closing is expected in the first quarter of 2026, subject to Israeli regulatory approvals, with all securities issued in a private placement exempt from U.S. registration.

Insights

Equity capital markets and M&A analyst

InterCure plans a staged, mostly stock-funded acquisition of ISHI worth about 10% of its fully diluted equity.

InterCure agreed to acquire 100% of ISHI in two stages, paying entirely in ordinary shares and options. The first 50% stake is paid with 2,261,345 shares and 205,710 options, with the remaining 50% tied to operational milestones or a 24‑month backstop, for 2,252,317 more shares and 204,889 options. In total, 4,513,663 shares and 410,599 options equate to roughly 10% of InterCure’s fully diluted shares before the initial closing, implying a meaningful equity issuance and potential dilution for existing holders.

The structure is contingent: the second tranche depends on ISHI achieving three consecutive months of positive operating profitability or the passage of 24 months. That links a large portion of consideration to performance and time rather than paying all upfront. Two ISHI founders joining InterCure’s leadership suggests an emphasis on integrating ISHI’s premium indoor cultivation technology and U.S.-linked brand relationships into InterCure’s broader strategy.

The transaction is a private placement relying on Section 4(a)(2) and Rule 506(b), so the new securities are restricted, with an added lock-up allowing ISHI holders to sell only up to 33% of InterCure’s prior-day Nasdaq trading volume after the statutory period. Actual market impact will depend on regulatory approvals from the Israeli Medical Cannabis Agency, Israel Securities Authority, and the Tel Aviv Stock Exchange and on whether ISHI meets the profitability trigger ahead of the 24‑month deadline. Subsequent company filings may update on closing status and any changes to terms.

Form 6-K: How Foreign Companies Report to the SEC →

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

of the Securities Exchange Act of 1934

For the month of September 2025

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 September 17, 2025, InterCure Ltd., or InterCure, entered into a share purchase agreement with Botanico Ltd., also known as ISHI, or ISHI, an Israeli premium cannabis technology and brand company that delivers immediate access to exclusive premium indoor predicts supply, advanced cultivation technologies and established partnerships with leading American cannabis operators. Pursuant to the terms of the share purchase agreement, InterCure will acquire 100% of ISHI in two phases: 50% of ISHI’s issued and outstanding share capital on a fully diluted basis will be acquired at the initial closing in consideration for 2,261,345 ordinary shares of InterCure, no par value, or Ordinary Shares, and 205,710 options to purchase Ordinary Shares of the Company, or Options, to the Securities Holders (as defined in the share purchase agreement) of ISHI, in a private placement offering, and the remaining 50% will be acquired upon the earlier of (i) ISHI achieving three consecutive months of positive operating profitability or (ii) 24 months from the initial closing, in consideration for additional 2,252,317 Ordinary Shares and 204,889 Options.

The total consideration for the acquisition is 4,513,663 Ordinary Shares of InterCure and 410,599 Options representing, in the aggregate, approximately 10% of InterCure’s outstanding shares on a fully diluted basis as of immediately prior to the Initial Closing Date (as defined in the agreement). The Securities Holders of ISHI will be subject to transfer restrictions under Rule 144 of the Securities Act, as well as an additional voluntary lock-up period agreed between the parties, according to which, following the lapse of the statutory lock up, the Securities Holders may only sell up to 33% of the daily trading volume of InterCure’s Ordinary Shares on Nasdaq on the immediately preceding trading day.

The Securities Purchase Agreement contains customary representations and warranties and agreements of InterCure, ISHI and its Securities Holders and customary indemnification rights and obligations of the parties. As part of the transaction, two of ISHI’s founders, Omer Layani (Chief Executive Officer) and Dor Hershkovitz (Chief Operating Officer), are joining InterCure’s leadership team in accordance with the terms of the share purchase agreement, strengthening InterCure’s management capabilities and supporting its global expansion strategy. In addition, all existing ISHI share options will convert into InterCure options, maintaining their original vesting schedules.

The parties expect the Initial Closing to occur in the first quarter of 2026, subject to regulatory approvals from Israeli Medical Cannabis Agency, Israel Securities Authority, and the Tel Aviv Stock Exchange.

The securities are being offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, once issued, 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.

Press Release

On September 19, 2025, InterCure issued a press release titled: “InterCure Announces Strategic Acquisition of ISHI, Unlocking Access to Premium U.S. Cannabis Technology and Brands.” A copy of this press release is furnished herewith as Exhibit 99.1.

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, including statements related to the timing and completion of the Offering and the Share purchase agreement, the satisfaction of customary closing conditions related to the Offering and the occurrence of the Initial Closing and Additional Closing of the acquisition and Offering. For example, InterCure is using forward-looking statements when discussing the ability of InterCure and ISHI to fulfill the acquisition closing conditions and obtain regulatory approvals and the expected timing for completion of the acquisition. These forward-looking statements and their implications are based on the current expectations of the management of InterCure 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, InterCure 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 InterCure is contained under the heading “Risk Factors” in InterCure’s annual report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission, or SEC, which is available on the SEC’s website, www.sec.gov, and in subsequent filings made by InterCure with the SEC.

Exhibit No.
99.1		Press Release issued by InterCure Ltd. on September 19, 2025, titled “InterCure Announces Strategic Acquisition of ISHI, Unlocking Access to Premium U.S. Cannabis Technology and Brands.”
99.2		Form of Share Purchase Agreement, dated September 17, 2025, by and among InterCure Ltd., Botanico Ltd. and the Securities Holders of Botanico Ltd.

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: September 19, 2025	/s/ Amos Cohen
	Amos Cohen
	Chief Financial Officer

FAQ

What transaction did InterCure (INCR) announce in this Form 6-K?

InterCure entered into a share purchase agreement to acquire 100% of ISHI (Botanico Ltd.), an Israeli premium cannabis technology and brand company, in a two-phase, all‑equity deal.

How much is InterCure paying to acquire ISHI and in what form?

The total consideration is 4,513,663 InterCure ordinary shares and 410,599 options, which together represent about 10% of InterCure’s fully diluted outstanding shares immediately before the initial closing.

How is the ISHI acquisition by InterCure structured over time?

InterCure will first acquire 50% of ISHI at the initial closing for 2,261,345 shares and 205,710 options. The remaining 50% will be acquired for 2,252,317 shares and 204,889 options when ISHI achieves three consecutive months of positive operating profitability or after 24 months from the initial closing.

When is the initial closing of the InterCure–ISHI deal expected?

The parties expect the initial closing to occur in the first quarter of 2026, subject to approvals from the Israeli Medical Cannabis Agency, the Israel Securities Authority, and the Tel Aviv Stock Exchange.

What lock-up and resale restrictions apply to ISHI security holders receiving InterCure shares?

The securities will be restricted under Rule 144 of the Securities Act, and after the statutory period, ISHI security holders agreed to an additional lock-up allowing them to sell only up to 33% of InterCure’s prior-day Nasdaq trading volume in its ordinary shares.

Under what U.S. securities law exemptions are the InterCure securities issued in this deal?

The securities are being offered in a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, and have not been registered under the Securities Act or state securities laws.

How will ISHI’s management be integrated into InterCure after the acquisition?

Two of ISHI’s founders, Omer Layani (CEO) and Dor Hershkovitz (COO), will join InterCure’s leadership team, and existing ISHI share options will convert into InterCure options with their original vesting schedules.