IceCure Announces a $15 Million Private Placement and Intention to Pursue NASDAQ Listing

Upon closing, the company to meet Nasdaq listing requirements without the need to effect a concurrent public offering; funds to enable the company to expand the commercialization of its products in existing and new markets and accelerate development of new products in the coming year

CAESAREA, Israel, Jan. 28, 2021 (GLOBE NEWSWIRE) -- IceCure Medical Ltd. (TASE: ICCM) (“IceCure” or the “Company”), developer of the next generation cryoablation technology that destroys tumors by freezing without the need for surgery, today announced a private placement of ordinary shares of $15 million at a price per share of NIS 0.533 from three accredited investors, Alpha Capital Anstalt, Clover Wolf and Clover Alpha as well as the controlling shareholder of the Company (“Investors”). Financing is subject to shareholders approval. The Company now plans to list its ordinary shares on Nasdaq.

“We are delighted to announce this financing, which positions IceCure well to advance the development and commercialization of our ProSense cryoablation system,” said Eyal Shamir, IceCure’s CEO. “This is a significant milestone that will enable IceCure to list its shares for trade on NASDAQ without a need to effect a concurrent public offering. We believe a dual listing on the TASE and NASDAQ will increase our visibility with the broader investment community and expand our investor base. We look forward to completing our NASDAQ listing during the second quarter of 2021. Alongside this fundraising being a vote of confidence by our controlling shareholder and new investors in IceCure’s technology and leadership capabilities, it will be pivotal to deliver our business plan and strategy for accelerated global expansion of the ProSense® cryoablation system.”

Mr. Shamir added: "Despite the challenges we have faced in the past year following the COVID-19 pandemic, we have made significant progress on all fronts. Commercially, we have received regulatory approvals and signed distribution agreements in various territories, including an expanded strategic distribution agreement with Terumo, traded in Tokyo with a market value of about $30 billion. The company’s sales grew significantly in 2020, generating 2.4 times more sales than in 2019. We expect to sign additional agreements in the future. Clinically, the ICE3 trial on cryoablation and breast cancer conducted in the U.S. is progressing as planned. Interim results are expected to be published later this year."

The private placement will be carried out on two dates, with the first tranche of $9 million to be invested upon shareholders’ approval of the transaction (“First Closing”). The second payment of $6 million will be made upon receipt of the approval to list the Company’s securities for trading on NASDAQ and effectiveness of the registration statement that the Company plans to file with the United States Securities and Exchange Commission (“SEC”) (“Second Closing”).

The shares to be issued will be listed for trading on TASE, subject to TASE’s approval, and will be subject to the blocking restriction in accordance with the Securities Law, 5728-1968. Pursuant to the terms of the agreements with the Investors, beginning on the Second Closing, the Company will not issue other securities during a 60-day period and has granted the investors a right to participate in 50% of any amount of a future capital financing made during a 12-month period.

IceCure has undertaken to complete the registration with the SEC within a 120-day period beginning on the First Closing. At present, the Company believes it meets the conditions required for listing on NASDAQ without having to raise additional capital.

Adv. Oded Har-Even and Adv. Reut Alfiah from Sullivan acted as legal counsel to IceCure in connection with the transaction.

Founded in 2006, Israel-based IceCure Medical (TASE: ICCM), develops and markets an advanced liquid-nitrogen-based cryoablation therapy for the treatment of tumors (benign and cancerous) by freezing, with the primary focus areas being breast, kidney, bone and lung cancer. Its minimally-invasive technology is a safe and effective alternative to hospital surgical tumor removal that is easily performed in a relatively short procedure. The system is marketed and sold worldwide, after receiving FDA and CE approvals. To learn more, please visit:www.icecure-medical.com.

The foregoing about completing the Transaction is Forward-Looking Information, as defined in the Securities Law, which depends on factors outside the Company’s control, including the General Meeting’s approval of the Transaction and receiving TASE’s approval to list the securities for trading. In addition, the statements about listing the Company shares for trading on NASDAQ without the need for a concurrent public offering depend on factors that are outside the Company’s control, including the Company meeting NASDAQ rules and provisions at the time of listing, market conditions, receiving the SEC’s approval for the listing document and the document’s entry into effect. In view of the foregoing, this information might not materialize or materialize significantly differently than described above.