IceCure Medical Ltd. (Nasdaq: ICCM) has entered into securities purchase agreements with a single healthcare-focused institutional investor for a private placement expected to raise approximately $5.5 million in gross proceeds, before placement agent commissions and other expenses.

The offering includes 1,833,334 ordinary shares, Series D Warrants to purchase up to 1,833,334 ordinary shares, and Series E Warrants to purchase up to 1,833,334 ordinary shares, all at a combined purchase price of $3.00 per share. The company said the price represents a premium to the previous Nasdaq closing price of its ordinary shares.

Both warrant series carry an exercise price of $3.00 per share and are exercisable immediately upon issuance. The Series D Warrants expire five years after issuance, while the Series E Warrants expire one year after issuance.

The closing is expected to occur on or about June 18, 2026, subject to customary closing conditions. IceCure said it intends to use net proceeds for working capital and general corporate purposes.

A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.

IceCure also agreed, subject to shareholder approval, to amend certain Series B and Series C warrants issued to the same investor in March 2026, covering up to 266,666 ordinary shares. If approved, the exercise price on those warrants would be reduced from $16.50 to $3.00 per share. The Series B Warrants expire in June 2031 and the Series C Warrants expire in June 2027.

The securities are being sold under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Regulation D. IceCure said it has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares and shares underlying the warrants.

IceCure Medical, based in Caesarea, Israel, develops liquid-nitrogen-based cryoablation systems for tumor treatment, with its ProSense system marketed in the U.S., Europe, and Asia.