IceCure Medical Ltd美股招股说明书(2026-05-12版)

Up to $4,339,697Ordinary Shares We have entered into a sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P. or the SalesAgent, dated as of May 12, 2026, relating to the sale of our ordinary shares, no par value per share, or Ordinary Shares, offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sellour Ordinary Shares, having an aggregate offering price of up to $4,339,697, from time to time through or to A.G.P. as sales agent orprincipal. Sales of our Ordinary Shares, if any, under this prospectus supplement may be made in sales deemed to be an “at the marketoffering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including salesmade directly on or though the Nasdaq Capital Market or any other existing trading market in the United States for our OrdinaryShares, sales made to or through a market maker other than on an exchange or otherwise, directly to A.G.P. as principal, in negotiatedtransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any othermethod permitted by law. A.G.P. is not required to sell any specific number or dollar amount of securities, but will act as a sales agentusing commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between A.G.P.and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold pursuant to theterms of the Sales Agreement. See “Plan of Distribution” beginning on page S-11 for additional information regarding thecompensation to be paid to A.G.P. in connection with the sale of the Ordinary Shares on our behalf. A.G.P. will be deemed to be an“underwriter” within the meaning of the Securities Act, and the compensation of A.G.P. will be deemed to be underwritingcommissions or discounts. We also have agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities,including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “ICCM”. On May 8, 2026, thelast reported sale price of our Ordinary Shares on Nasdaq was $0.24 per share. On May 8, 2026, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates was approximately$59,303,593, based on 81,237,799 Ordinary Shares outstanding, of which 49,856,100 shares held by non-affiliates, and a per shareprice of $0.73 based on the closing sale price of our Ordinary Shares on March 16, 2026. During the prior 12 calendar month periodthat ends on and includes the date of this prospectus supplement, we have offered $7,791,954 of securities pursuant to GeneralInstruction I.B.5 of Form F-3. We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, andare subject to reduced public company reporting requirements. Investing in the Ordinary Shares involves a high degree of risk. See the “Risk Factors” section beginning on page S-4of this prospectus supplement and page 3 of the accompanying prospectus, as well as our other filings that are incorporated byreference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Sole Sales Agent A.G.P. The date of this prospectus supplement is datedMay 12, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-6DIVIDEND POLICYS-7CAPITALIZATIONS-8DILUTIONS-9PLAN OF DISTRIBUTIONS-11LEGAL MATTERSS-13EXPERTSS-13INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-14WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-15 PROSPECTUS ABOUT THIS PROSPECTUS1OUR COMPANY2RISK FACTORS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS7DIVIDEND POLICY8CAPITALIZATION9DESCRIPTION OF SECURITIES10PLAN OF DISTRIBUTION18LEGAL MATTERS20EXPERTS20EXPENSES20INCORPORATION OF CERTAIN INFORMATION BY REFERENCE21WHERE YOU CAN FIND ADDITIONAL INFORMATION24 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a shelf registration statement that we filed with theSEC utilizing a “shelf” registration process. Under this shelf registration process, we may sell the securities described in our