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IceCure Medical Ltd. Financial Report: Equity Distribution Agreement Insights

$ICCM
Form 6-K
Filed on: 2025-01-13
Source
IceCure Medical Ltd. Financial Report: Equity Distribution Agreement Insights

Here are the key insights extracted from the financial report of IceCure Medical Ltd. (Form 6-K):

  1. Equity Distribution Agreement:
  • Date of Agreement: January 13, 2025.
  • Parties Involved: IceCure Medical Ltd. (the Company) and Maxim Group LLC (the Sales Agent).
  • Purpose: The Company may offer and sell ordinary shares through the Sales Agent based on the terms of the Agreement.
  1. Offering Details:
  • Type of Shares: Ordinary shares with no par value.
  • Registration: Shares will be offered under the Company’s effective registration statement on Form F-3 (File No. 333-267272) and the accompanying prospectus dated January 13, 2024.
  1. Sales Agent's Role:
  • The Sales Agent is not obligated to sell any shares but will use commercially reasonable efforts to sell shares as per the Company’s instructions.
  • Sales can be conducted through methods deemed “at the market offering” in compliance with applicable laws.
  1. Commission and Fees:
  • The Sales Agent will receive a commission of 2.5% of the gross sales price for each share sold.
  • The Company will also reimburse the Sales Agent for specific expenses and provide customary indemnification rights.
  1. Legal Opinion:
  • A legal opinion from Sullivan & Worcester Tel Aviv (Har-Even & Co.) regarding the ordinary shares is included as Exhibit 5.1.
  1. Disclaimer:
  • The report clarifies that it does not constitute an offer or solicitation to sell shares in any jurisdiction where such action would be unlawful.
  1. Incorporation by Reference:
  • The report is incorporated by reference into the Company’s Registration Statements on Form F-3 and Form S-8, which may include additional relevant financial information.
  1. Signatory:
  • The report was signed by Eyal Shamir, Chief Executive Officer of IceCure Medical Ltd., on January 13, 2025.

This summary highlights the essential details regarding IceCure Medical Ltd.'s engagement with Maxim Group LLC for the sale of its ordinary shares, including the terms, obligations, and legal context surrounding the agreement.