Intercure (NASDAQ: INCR) issues stock for ISHI deal's first closing

Rhea-AI Filing Summary

Intercure Ltd. (INCR) filed a new notice of an exempt offering of equity securities and options in connection with the first closing of its acquisition of ISHI (Botanico Ltd.), with consideration consisting of Intercure ordinary shares and options to purchase ordinary shares, relying on Rule 506(b) of Regulation D.

The date of first sale is stated as June 15, 2026, with a reported total amount sold of $0 and no finders’ fees. The issuer’s revenue or asset size is marked as “Decline to Disclose,” and no minimum investment or sales compensation arrangements are listed.

Filing Explained

The filing records the first closing of the ISHI acquisition with ordinary shares and options to acquire shares as consideration; any additional shares would increase the share count and reduce existing holders’ ownership percentages, but no instrument quantities are disclosed.

Key Figures

Total Amount Sold: $0 USD Date of First Sale: 2026-06-15 Finders' Fees: $0 USD

3 metrics

Total Amount Sold $0 USD Total amount sold in the exempt offering

Date of First Sale 2026-06-15 Date of first sale in the offering

Finders' Fees $0 USD Finders’ fees related to the offering

Key Terms

Rule 506(b), Regulation D, covered securities, Investment Company Act of 1940

4 terms

Rule 506(b) regulatory

"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

Investment Company Act of 1940 regulatory

"Is the issuer registered as an investment company under the Investment Company Act of 1940?"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

FAQ

What is Intercure Ltd. (INCR) using this Form D offering for?

Intercure Ltd. (INCR) is using this exempt offering in connection with the first closing of its acquisition of ISHI (Botanico Ltd.), paying consideration in ordinary shares and options to purchase ordinary shares rather than in cash.

Which exemption does Intercure Ltd. (INCR) claim for this securities offering?

Intercure Ltd. (INCR) claims the federal exemption under Rule 506(b) of Regulation D. This rule permits certain private offerings of securities, typically to accredited investors, without a full public registration under the Securities Act of 1933.

What types of securities is Intercure Ltd. (INCR) offering in this transaction?

Intercure Ltd. (INCR) reports offering equity securities and options or other rights to acquire equity. These securities are issued as consideration in the acquisition of ISHI (Botanico Ltd.), involving ordinary shares and options to purchase ordinary shares.

When did Intercure Ltd. (INCR) first sell securities in this exempt offering?

Intercure Ltd. (INCR) lists the date of first sale as June 15, 2026. This date is tied to the first closing of the ISHI (Botanico Ltd.) acquisition, when ordinary shares and options were provided as consideration under the exempt offering.

How much has Intercure Ltd. (INCR) reported as sold and in fees for this offering?

Intercure Ltd. (INCR) reports a total amount sold of $0 and finders’ fees of $0 for this exempt offering. The disclosure indicates no sales commissions or finder compensation have been paid in connection with the transaction.

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

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Available on EDGAR 08/19/2026 - 05:06 PM Accepted by SEC EDGAR 08/19/2026 - 05:06 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001857030

BEN GAVISH-LTD

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Intercure Ltd.

Jurisdiction of Incorporation/Organization

ISRAEL

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Intercure Ltd.
Street Address 1		Street Address 2
85 MEDINAT HA-YEHUDIM ST.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HERTZLIYA	ISRAEL	4676670	972-77-460-5012

3. Related Persons

Last Name	First Name	Middle Name
Rabinovich	Alexander
Street Address 1	Street Address 2
85 Medinat Ha-Yehudim
City	State/Province/Country	ZIP/PostalCode
Hertzliya	ISRAEL	4676670

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Chairman of the Board of Directors

Last Name	First Name	Middle Name
Salton	David
Street Address 1	Street Address 2
85 Medinat Ha-Yehudim
City	State/Province/Country	ZIP/PostalCode
Hertzliya	ISRAEL	4676670

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Michelson Grinbaum	Lennie
Street Address 1	Street Address 2
85 Medinat Ha-Yehudim
City	State/Province/Country	ZIP/PostalCode
Hertzliya	ISRAEL	4676670

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hirschfeld	Gideon
Street Address 1	Street Address 2
85 Medinat Ha-Yehudim
City	State/Province/Country	ZIP/PostalCode
Hertzliya	ISRAEL	4676670

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cohen	Amos
Street Address 1	Street Address 2
85 Medinat Ha-Yehudim
City	State/Province/Country	ZIP/PostalCode
Hertzliya	ISRAEL	467660

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-06-15				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
None	None
City	State/Province/Country	ZIP/Postal Code
None	Unknown	None
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

The transaction consisted of the first closing of an acquisition of ISHI (Botanico Ltd.) by Intercure Ltd. in consideration of InterCure's Ltd.'s ordinary shares and options to purchase ordinary shares.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Intercure Ltd.	/s/Amos Cohen	Amos Cohen	Chief Financial Officer	2026-08-19

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.