IceCure Medical Ltd美股招股说明书(2025-07-28版)

FiledPursuant to Rule 424(b)(3)RegistrationStatement No.333-288062 ICECUREMEDICAL LTD. AnAggregate of$10,000,000 in Non-Transferable Subscription Rights topurchaseup to 10,000,000Units,at a Subscription Price of$1.00 per Unit,consisting ofanaggregate of up to 10,000,000OrdinaryShares and Warrants to purchaseupto 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 This prospectus supplement No. 2 (this “Supplement”) supplements, updates and amendstheinformation contained in the prospectus dated July9,2025(the“Prospectus”)relatingto the distribution to holders of ordinary shares,no par value per share(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. ThisSupplement is being filed to update and supplement the information previouslyincluded in the Prospectus with the information contained in the Company’s Report ofForeign Private Issuer filed with the Securities and Exchange Commission on July28,2025(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.ThisSupplement is qualified by reference to the Prospectus,except to the extentthatthe information provided by this Supplement supersedes information contained intheProspectus.Capitalized terms used in this Supplement have the meanings given tothem in the Prospectus. OurOrdinary Shares are listed on the Nasdaq Capital Market(“Nasdaq”)under thesymbol“ICCM”.On July25,2025,the closing price of our Ordinary Shares asreported on Nasdaq was $1.07 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 inRule405 under the U.S.Securities Act of 1933, as amended, or the Securities Act,andare eligible for reduced public company reporting requirements.INVESTING INOURSECURITIES INVOLVES RISKS.YOUSHOULD CAREFULLY CONSIDER THE RISKFACTORSSET FORTH UNDER THE SECTION ENTITLED“RISK FACTORS”ON PAGE 10 OFTHEPROSPECTUS,BEFOREMAKINGANYDECISIONWHETHERTOINVESTINOURSECURITIES. Neitherthe U.S.Securitiesand Exchange Commission nor any state or otherforeignsecuritiescommissionhasapprovedordisapprovedofthesesecuritiesor passed upon the adequacy or accuracy of this Supplement ortheaccompanyingProspectus.Anyrepresentationtothecontraryisacriminaloffense. Thedate of this prospectus supplement is July28,2025. Form6-K Commission File Number:001-40753 7Ha’Eshel St.,PO Box 3163Caesarea,3079504 Israel(Address of principal executive offices) Indicateby check mark whether the registrant files or will file annual reportsunder cover of Form20-F or Form 40-F. Form20-F☒ Form40-F☐ CONTENTS AttachedheretoandincorporatedhereinisIceCureMedicalLtd.’s(the“Registrant”)Notice of Meeting,Proxy Statement and Proxy Card for the SpecialGeneralMeeting of Shareholders to be held on Monday,September 1,2025(the“Meeting”). Onlyshareholders of record who hold ordinary shares,no par value,of theRegistrantat the close of business on Monday,August 4,2025,will be entitled tonotice of and to vote at the Meeting and any postponements or adjournments thereof. Copiesof the Notice of Meeting,Proxy Statement and Proxy Card for the Meetingare furnished herewith as Exhibits 99.1, 99.2 and 99.3, respectively. ThisReportofForeignPrivateIssueronForm6-K(the“Report”)isincorporatedby reference into the Registrant’s Registration Statements on Form F-3(FileNos.333-267272 and333-258660)and FormS-8(File Nos.333-270982,333-264578,333-262620and333-281587),filedwiththeSecuritiesandExchangeCommission,to be a part thereof from the date on which this Report is submitted,tothe extent not superseded by documents or reports subsequently filed or furnished. SIGNATURES Pursuantto the requirements of the Securities ExchangeActof1934,theregistrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized. IceCureMedical Ltd. Date: July28, 2025 DearIceCure Medical Ltd.Shareholder: Wecordially invite you to attend the Special General Meeting of Shareholders(the“Meeting”) of IceCure Medical Ltd. (the “Company”), to be held on at, or at anyadjournmentor postponement thereof,by means of remote communication at thefollowing link: Joi