Intercure Ltd 2026年年度报告和过渡报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________to_____________ OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _____________ Commission File No.: 001-40614 INTERCURE LTD.(Exact name of registrant as specified in its charter) Not Applicable(Translation of Registrant’s name into English) Israel(Jurisdiction of incorporation or organization) 85 Medinat ha-Yehudim StreetHerzliya, 4676670, Israel(Address of principal executive offices) Amos Cohen85 Medinat ha-Yehudim StreetHerzliya, 4676670, IsraelTel: +972 77 460 5012Amos@intercure.co(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of each class:Trading Symbol:Name of each exchange on which registered or to beregisteredOrdinary SharesINCRNasdaq Global Market Securities registered or to be registered pursuant to Section 12(g) of the Act:None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025: 54,681,335. Indicate by check mark whether Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “accelerated filer”, “large accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by the International Accounting Standards Board☒Other☐ If “Other” has been check in response to the previous question, by check mark which financial statement item Registrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ INTRODUCTION InterCure Ltd. is an Israeli public corporation whose shares are listed for trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “INCR” and onthe Tel Aviv Stock Exchange (“TASE”) under the symbol “INCR”. Unless indicated otherwise by the context, all references in this Annual Report on Form 20-F (“Annual Report”) to“InterCure”,the“Company”, “ourCompany”, “we”, “us”, “our”or the “Registrant” are to InterCure Ltd. and its subsidiaries. Our functional