IceCure Medical Ltd. has entered into securities purchase agreements with a single healthcare-focused institutional investor for a private placement priced at a premium to the previous Nasdaq closing price. The offering consists of 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. The combined purchase price is set at $3.00 per share and accompanying Warrants, with gross proceeds expected to be approximately $5.5 million before deducting placement agent commissions and other estimated offering expenses.

Offering Details

The Warrants will have an exercise price of $3.00 per share and will be exercisable immediately upon issuance. The Series D Warrants will expire five years following the date of issuance, while the Series E Warrants will expire one year following the date of issuance. The closing of the offering is expected to occur on or about June 18, 2026, subject to the satisfaction of customary closing conditions.

Use of Proceeds and Amendments

IceCure Medical currently intends to use the net proceeds from the offering for working capital and other general corporate purposes. Additionally, the company has agreed to amend certain Series B and Series C warrants issued to the investor in March 2026 to purchase up to an aggregate of 266,666 ordinary shares. Subject to shareholder approval, the exercise price of these March 2026 Warrants will be reduced from $16.50 per share to $3.00 per share. The Series B Warrants will expire in June 2031 and the Series C Warrants will expire in June 2027.

Regulatory and Placement Details

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering. The offer and sale of the securities are being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D. The company has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the ordinary shares and ordinary shares underlying warrants sold in the offering.

IceCure Medical Ltd. (NASDAQ: ICCM) shares surged 280.75% to $8.11 on Wednesday following the company's report of a 70% increase in its U.S. active commercial install base for the ProSense breast cancer cryoablation system. The growth, occurring after U.S. Food and Drug Administration (FDA) marketing authorization in October 2025, reflects accelerating commercial adoption, expanding physician demand, and continued expansion of the Company's U.S. footprint. Despite the rally, the stock remains in a broader downward trend, trading below key long-term moving averages.

Adoption and Market Penetration

As adoption expands, ProSense breast cancer cryoablation procedures have been performed in major metropolitan areas throughout the country, including Los Angeles, New York, Atlanta, Dallas, Detroit, Philadelphia, Phoenix, and Memphis. The Company had strong engagement at two leading breast health conferences held earlier this year: the Society of Breast Imaging (SBI) Annual Symposium and the American Society of Breast Surgeons (ASBrS) Annual Meeting. IceCure generated significantly more sales leads for ProSense systems at these events compared to the same conferences in 2025, prior to FDA authorization.

Drivers of Demand

Several factors are driving the increased demand for ProSense systems:

• Growing Clinical Acceptance: ASBrS recently updated its Resource Guide to recommend cryoablation as a local treatment option for low-risk breast cancer patients.
• Increasing Patient Awareness: ProSense has received broader media attention, including coverage by Reuters and local television news segments aired across approximately 190 CBS and CW-affiliated stations nationwide.

Executive Commentary

"With growing physician interest, expanding clinical acceptance, and increased patient awareness, we believe we remain in the early stages of a significant commercial opportunity for breast cancer cryoablation in the U.S.," said IceCure's Chief Executive Officer, Eyal Shamir. "We are focused on continuing to expand our installed base, supporting physicians with training and education and increasing access to ProSense for eligible patients."

Technical Analysis

IceCure remains in a broader downward trend even after the latest surge. The stock trades about 12.9% below the 50-day simple moving average at $7.29, roughly 48.2% below the 100-day simple moving average at $12.25, and close to 65% below the 200-day simple moving average at $18.14. In the short term, IceCure sits about 30% above the 20-day simple moving average at $4.89. The Relative Strength Index (RSI) is at 21.02, placing the stock in oversold territory. Key resistance is noted at $7.50.

About ProSense

The ProSense Cryoablation System is the first and only medical device to receive FDA marketing authorization for the local treatment of low-risk breast cancer with adjuvant endocrine therapy for women aged 70 and above, including patients who are not suitable for surgical alternatives. The system uses liquid nitrogen to create large lethal zones for maximum efficacy in tumor destruction in benign and cancerous lesions, including in the breast, kidney, lung, and liver.