IceCure医疗有限公司美股招股说明书(2025-07-16版)

upto 10,000,000OrdinaryShares 10,000,000Units,at a Subscription Price of$0.9999 per Unit,consistingofan aggregate of up to 10,000,000 Pre-Funded Warrants to purchase up to10,000,000OrdinaryShares and Warrants to purchase up to10,000,000OrdinaryShares Thisprospectus supplement(this“Supplement”)supplements,updates and amends theinformationcontained in the prospectus dated July9,2025(the“Prospectus”) (the “Ordinary Shares”) of IceCure Medical Ltd. (the “Company), at no charge,non-transferablesubscriptionrights to purchase up to an aggregate of$10,000,000 innon-transferable subscription rights to purchase up to 10,000,000units,eachconsisting of (i)one Ordinary Share and a warrant (the “Warrants”) to purchase oneOrdinaryShare or(ii)onepre-funded warrant to purchase one Ordinary Share and aWarrantto purchase one Ordinary Share.This Supplement updates and supplements theProspectus. included in the Prospectus with the information contained in the Company’s Report ofForeign Private Issuer filed with the Securities and Exchange Commission on July16,2025(the“Form6-K”).Accordingly,we have attached the Form6-K to thisSupplement.You should read this Supplement in conjunction with the Prospectus.ThisSupplementis not complete without,and may not be delivered or used except inconjunctionwith,the Prospectus,including any amendments or supplements thereto. them in the Prospectus.OurOrdinary Shares are listed on the Nasdaq Capital Market(“Nasdaq”)under thesymbol“ICCM”.On July15,2025,the closing price of our Ordinary Shares as reported on Nasdaq was $1.01 per share.Weare an emerging growth company,as defined in the Jumpstart Our Business StartupsActof2012,or the JOBS Act,and a“foreign private issuer”,as defined in Rule405 under the U.S.Securities Act of 1933, as amended, or the Securities Act,andare eligible for reduced public company reporting requirements.INVESTING IN THEPROSPECTUS,BEFOREMAKINGANYDECISIONWHETHERTOINVESTINOURSECURITIES. Prospectus.Anyrepresentation (Address of principal executive offices)Indicateby check mark whether the registrant files or will file annual reports under cover of Form20-F or Form 40-F. Form20-F☒Form40-F☐ are furnished herewith as Exhibits 99.1, 99.2 and 99.3, respectively. ThisReportofForeignPrivateIssueronForm6-Kincorporatedby reference into the Registrant’s Registration Statements on Form F-3(FileNos.333-267272 and333-258660)and FormS-8(File Nos. Proxy Card for the Annual and Special General Meeting of Shareholders to be Date: July16, 2025By:/s/ Eyal ShamirNameEyal Shamir 3 DearIceCure Medical Ltd.Shareholder: xZDYtYTFiZDc4ZjdmMTYwJTIyJTdk&p=m&i=NjNkM2JiYjY5OTFlNjAyMDY4MTU4NzIy&t=ejVYVnFScnlBOGxLV0ZxZWNpVTlwVjNBR25ZSmVJaDY1T1dYSHJRcGc3RT0=&h=be6c0df8725c47468e9c933667148a0f At the Meeting, shareholders will be asked to consider and vote on the matters listedinthe enclosed Notice of Annual and Special General Meeting of Shareholders(the“Notice”).Our board of directors recommends that you vote Onlyshareholders of record at the close of business on Wednesday,Julyareentitled to notice of and to vote at the Meeting,either in person or byappointing a proxy to vote in their stead at the Meeting, as detailed in the Notice. We look forward to greeting as many of you as can attend the Meeting. Ron MayronChairman of the Board ofDirectors 1 ICECUREMEDICAL LTD.NOTICEOF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS Noticeis hereby given that an Annual and Special General Meeting of Shareholders(the“Meeting”)of IceCure Medical Ltd.(the“Company”)will be held on Wednesday,August20,2025 at 18:30 Israel time,or at any adjournment orpostponement thereof, by means of remote communication at the following link:Jointhe meeting nowhttps://eu-central- Zi00MjdlLWJlYzAtZDJhMTljN2M3Y2FiJTIyJTJjJTIyT2lkJTIyJTNhJTIyNmExMzcxOGUtZjM3OS00MDk5LTkxZDYtYTFiZDc4ZjdmMTYwJTIyJTdk&p=m&i=NjNkM2JiYjY5OTFlNjAyMDY4MTU4NzIy&t=ejVYVnFScnl BOGxLV0ZxZWNpVTlwVjNBR25ZSmVJaDY1T1dYSHJRcGc3RT0=&h=be6c0df8725c47468e9c933667148a0f&s=AVNPUEhUT0NFTkNSWVBUSVbM0sMdPSs2-thvyHQXWchIrgnXh2zWKqqz5_VBG1dwWg Network,as the independent auditor of the Company,and to authorize theboardof directors of the Company(the“BoardofDirectors”)todetermine its remuneration, until the Company’s next annual general meetingof the shareholders. Board of Directors for an additional three-year term.4.Discussionon the Company’s audited financial statements and annual reportfor the year ended December31, 2024. BoardRecommendationThe Board of Directors unanimously recommends that you vote “FOR” each of the above and not subject to a vote.RecordDateShareholdersof record at the close of business on Wednesday,July23,2025(the“Record Date”),are entitled to notice of and to vote at the Meeting,either inpersonor by appointing a proxy to vote in their stead at the Meeting,as detailedbelow. appointing“proxies,”shareholders may vote at the Meeting regardless of whetherthey attend.2 Subject to applicable law and the rules of the Nasdaq Stock Market,