UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the month of December 2024
Commission
File Number: 001-40614
INTERCURE
LTD.
(Translation
of registrant’s name into English)
85
Medinat ha-Yehudim Street
Herzliya,
4676670, Israel
Tel:
+972 77 460 5012
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
On
December 20, 2024, InterCure Ltd. (the “Company”) announced that it will hold an Extraordinary General Meeting of
Shareholders (the “Meeting”) on January 27, 2025 at 4:00 p.m. (Israel time), at the offices of the Company’s
attorneys, Doron Tikotzky Kantor Gutman & Amit Gross., 7 Metsada St., B.S.R Tower 4, 33 Floor, Bnei Brak, Israel. In connection with
the Meeting, the Company furnishes the following documents:
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1. |
A
copy of the Notice and Proxy Statement with respect to the Company’s Meeting describing the proposal to be voted upon at the
Meeting, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting, attached
hereto as Exhibit 99.1; and |
| |
2. |
A
form of Proxy Card whereby holders of ordinary shares of the Company may vote at the Meeting without attending in person, attached
hereto as Exhibit 99.2. |
Exhibit
Index
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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INTERCURE
LTD. |
| |
|
| Date:
December 20, 2024 |
/s/
Amos Cohen |
| |
Amos
Cohen
|
| |
Chief
Financial Officer |
Exhibit
99.1
NOTICE
OF
EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON JANUARY 27, 2025
To
the shareholders of InterCure Ltd.:
Notice
is hereby given that an Extraordinary General Meeting (the “Meeting”) of the shareholders of InterCure Ltd. (the “Company”)
will be held at the offices of the Company’s attorneys, Doron Tikotzky Kantor Gutman & Amit Gross, at 7 Metsada St., B.S.R
Tower 4, Bnei Brak, Israel on January 27, 2025 at 4:00 p.m. (Israel Time).
The
agenda of the Meeting will be as follows:
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1. |
To
approve, including for, among other things, the purpose of Nasdaq Rule §5635(d), a private placement between the Company and
certain investors, including an Interested Party, which is conditional upon certain closing conditions, including the approval
of the shareholders of the Company. |
Only
shareholders at the close of business on December 27, 2024 shall be entitled to notice of, and to vote at, the Meeting and any adjournment
or postponement thereof. You are cordially invited to attend the Meeting in person.
If
you are unable to attend the Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly
in the pre-addressed envelope provided. Shareholders who attend the Meeting may revoke their proxies and vote their shares in person.
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By
Order of the Board of Directors |
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|
| |
/s/
Amos Cohen |
| |
Amos
Cohen, Chief Financial Officer |
| |
December
20, 2024 |
85
Medinat ha-Yehudim Street
Herzliya,
4676670, Israel
PROXY
STATEMENT
FOR
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE
HELD
ON JANUARY 27, 2025
This
Proxy Statement is furnished to our holders of ordinary shares, no par value, in connection with an Extraordinary General Meeting of
Shareholders, to be held on January 27, 2025 at 4:00 p.m. Israel time at the offices of the Company’s attorneys, Doron Tikotzky
Kantor Gutman & Amit Gross., at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel, or at any adjournments thereof.
Throughout
this Proxy Statement, we use terms such as “InterCure”, “we”, “us”, “our” and the “Company”
to refer to InterCure Ltd. and terms such as “you” and “your” to refer to our shareholders.
Agenda
Items
The
agenda of the Extraordinary General Meeting will be as follows:
| |
1. |
To
approve, including for, among other things, the purpose of Nasdaq Rule §5635(d), a private placement between the Company and
certain investors, including an Interested Party, which is conditional upon certain closing conditions, including the approval
of the shareholders of the Company. |
We
currently are unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting,
the persons designated as proxies shall vote according to their own judgment on those matters.
Board
Recommendation
Our
Board of Directors unanimously recommends that you vote “FOR” the proposed item.
Who
Can Vote
Only
the holders of record of ordinary shares (“Ordinary Shares”) of the Company as at the close of business on December
27, 2024 (the “Record Date”) shall be entitled to receive notice of and attend the Meeting and any adjournment thereof.
You are also entitled to notice of the Meeting and to vote at the Meeting if you held Ordinary Shares through a bank, broker or other
nominee that is one of our shareholders of record at the close of business on December 27, 2024, or which appeared in the participant
listing of a securities depository on that date.
Quorum
A
quorum shall be the presence of at least two (2) shareholders who hold at least thirty three percent (33%) of the voting rights (including
through a proxy or voting instrument) within one half hour from the time the meeting was designated to start. If within half an hour
from the time designated for the Meeting a quorum is not present, the Meeting will stand adjourned to the same day in the following week,
at the same time and place. If a quorum is not present at the adjourned meeting within half hour from the time designated for its start,
the meeting shall take place with any number of participants. This notice will serve as notice of such reconvened meeting if no quorum
is present at the original date and time and no further notice of the reconvened meeting will be given to shareholders.
On
all matters considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote “for” or “against”
the matter, although they will be counted to determine if a quorum is present. Broker non-votes occur when brokers that hold their customers’
shares in street name sign and submit proxies for such shares and vote such shares on some matters but not on others. This occurs when
brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to
vote on “routine” matters, but not on non-routine matters.
Unsigned
or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting
purposes.
Voting
Required for Approval of the Proposal
Each
Ordinary Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Meeting. As of the
close of business on December 19, 2024, 45,765,420 Ordinary Shares were issued and outstanding.
The
approval of the Proposal to be voted upon at the Meeting, is subject to the affirmative vote of the holders of a majority of the voting
power represented and voting on such proposal in person or by proxy. In addition, the shareholders’ approval must either include
at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders nor are they shareholders who have
a personal interest in the approval of said proposal (excluding a personal interest that is not related to a relationship with the controlling
shareholders), or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against the proposal
must not represent more than 2% of the outstanding ordinary shares.
Under
the Israeli Companies Law, in general, you will be deemed to be a controlling shareholder if you have the power to direct our activities,
otherwise than by reason of being a director or other office holder of ours, if you hold 50% or more of the voting rights in our Company
or have the right to appoint the majority of the directors of the Company or its Chief Executive Officer, and you are deemed to have
a personal interest if any member of your immediate family or their spouse has a personal interest in the adoption of the proposal to
be voted upon at the Meeting. In addition, you are deemed to have a personal interest if a company, other than the Company, that is affiliated
to you has a personal interest in the adoption of the proposal. Such company is a company in which you or a member of your immediate
family serves as a director or Chief Executive Officer, has the right to appoint a director or the Chief Executive Officer, or owns 5%
or more of the outstanding shares. However, you are not deemed to have a personal interest in the adoption of the proposal if your interest
in such proposal arises solely from your ownership of our shares, or to a matter that is not related to a relationship with a controlling
shareholder.
According
to the Companies Regulations (exemptions for companies whose securities are listed for trading on a stock exchange outside of Israel)
5760-2000 (the “Exemption Regulations for Companies Listed Abroad”), by signing and submitting the attached Proxy Card, you
as a shareholder declare and approve that you have no personal interest in the adoption of said Proposal, except if you notified the
Company of such in writing. If you believe that you have a personal interest in said Proposal, and you wish to inform the Company of
such personal interest, you should submit such information in advance of voting to the Company at its registered offices at InterCure
85 Medinat ha-Yehudim Street Herzliya, 4676670, Israel, to the attention of Adv. Itai Kabiljo.
In
the proxy card and voting instruction card attached to the proxy statement you will be asked to indicate whether you have a personal
interest with respect to the proposal to be voted upon at the Meeting. If any shareholder casting a vote in connection hereto does not
notify us whether or not they have a personal interest with respect to said proposal, their vote with respect to the proposal will be
disqualified.
If
you provide specific instructions (mark boxes) with regard to the proposal to be voted upon at the Meeting, your shares will be voted
as you instruct. If you sign and return your proxy card or voting instruction form without giving specific instructions, your shares
will be voted in accordance with the recommendations of our Board of Directors. The proxy holders will vote in their discretion on any
other matters that properly come before the meeting.
If
you are a shareholder of record and do not return your proxy card, your shares will not be voted. If you hold shares beneficially in
a street name, your shares will also not be voted at the meeting if you do not return your proxy card or voting instruction card to instruct
your broker how to vote. This will be true even for a routine matter, as your broker will not be permitted to vote your shares in their
discretion on any proposal at the meeting. For the proposal to be voted upon at the Meeting, a broker may only vote in accordance with
instructions from a beneficial owner of shares.
Voting
by Holders of Ordinary Shares
Ordinary
Shares that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be
voted at the Meeting in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder
will vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder
on any other matters that may properly come before the Meeting, or at any adjournment thereof. Where any holder of Ordinary Shares affirmatively
abstains from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or counted in the
determination of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution has been passed
(but they will be counted for the purposes of determining the quorum, as described above).
Proxies
submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59
p.m., Eastern Time, on January 24, 2025, to ensure your representation at our Meeting.
The
manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are
represented by book entries in your name so that you appear as a shareholder on the records of Equiniti Trust Company, LLC (“Equiniti”)
(i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of Meeting and the proxy card will
be mailed to you by Equiniti. You may provide voting instructions by returning a proxy card. You also may attend the Meeting and vote
in person, subject to our right to convert to a virtual only meeting format. If you own Ordinary Shares of record and you do not vote
by proxy or in person at the Meeting, your shares will not be voted.
If
you own shares in street name (i.e., you are a streets shareholder), meaning that your shares are held by a bank, brokerage firm, or
other nominee, you are then considered the “beneficial owner” of shares held in “street name,” and as a result,
this proxy statement, the notice of Meeting and the proxy card will be provided to you by your bank, brokerage firm, or other nominee
holding the shares. You may provide voting instructions to them directly by returning a voting instruction form received from that institution.
If you own Ordinary Shares in street name and attend the Meeting in person, you must obtain a “legal proxy” from the bank,
brokerage firm, or other nominee that holds your shares in order to vote your shares at the Meeting and present your voting information
card and subject to our right to convert to a virtual only meeting format.
Revocability
of Proxies
Registered
shareholders may revoke their proxy or change voting instructions before shares are voted at the Meeting by submitting a written notice
of revocation to our Chief Financial Officer at amos@Intercure.co or InterCure Ltd., 85 Medinat ha-Yehudim Street, Herzliya, 4676670,
Israel, or a duly executed proxy bearing a later date (which must be received by us no later than the date set forth below) or by attending
the Meeting and voting in person. A beneficial owner owning Ordinary Shares in street name may revoke or change voting instructions by
contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal proxy from such institution and voting
in person at the Meeting. If you are not planning to attend in person, to ensure your representation at our Meeting, revocation of
proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be received by us no later than
11:59 p.m., Eastern Time, on January 24, 2025.
Position
Statement
To
the extent you would like to submit a position statement with respect to the proposal to be voted upon at the Meeting as described in
this proxy statement pursuant to the Companies Law, 1999, you may do so by delivery of appropriate notice to the offices of our attorneys,
Doron Tikotzky Kantor Gutman & Amit Gross. (Attention: Ronen Kantor, Adv) located at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel,
not later than ten days before the convening of the Meeting (i.e. January 17, 2025). Response of the Board to the position statement
may be submitted not later than five days after the deadline for sending the position statement (i.e. January 22, 2025).
Cost
of Soliciting Votes for the Meeting
We
will bear the cost of soliciting proxies from our shareholders. Proxies will be solicited by mail and may also be solicited in person,
by telephone or electronic communication, by our directors, officers and employees. We will reimburse brokerage houses and other custodians,
nominees and fiduciaries for their expenses in accordance with the regulations of the SEC concerning the sending of proxies and proxy
material to the beneficial owners of our shares.
Availability
of Proxy Materials
Copies
of the proxy card and voting instruction card, the Notice of the Extraordinary General Meeting and this Proxy Statement are available
at the “Investor Information” portion of our website, http://www.Intercure.co/. The contents of that website are not
a part of this Proxy Statement.
Reporting
Requirements
We
are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, or Exchange Act, applicable
to foreign private issuers. We fulfill these requirements by filing reports with the SEC. Our filings are available to the public on
the Commission’s website at http://www.sec.gov.
As
a foreign private issuer, we are exempt from the rules under the Securities Exchange Act, or Exchange Act of 1934, as amended, related
to the furnishing and content of proxy statements. The circulation of this notice and proxy statement should not be taken as an admission
that we are subject to the proxy rules under the Exchange Act.
PROPOSAL
1:
PRIVATE PLACEMENT - INTERESTED PARTY TRANSACTION
Background
On
December 19, 2024, the Company has entered into a commitment by certain investors, including the Company’s Chief Executive Officer,
Mr. Alexander Rabinovich (the “Interested Party”), and two existing shareholders, Mr. Yaron Yakobi and Mr. Tzahi Hagag, who,
as a result of the investment, will each hold more than 5% of the Company’s issued and outstanding share capital (collectively,
the “Investors”) to purchase ordinary shares of the Company by way of a private placement (the “Private Placement”).
In the Private Placement, InterCure has agreed to issue to the Investors (i) an aggregate of 7,349,896 ordinary shares of the Company,
at a purchase price of NIS 4.83 (approximately USD 1.34) per ordinary share, at a premium above the opening price of InterCure’s
ordinary shares on the Tel Aviv Stock Exchange on the morning of Monday, December 16, 2024, which was NIS 4.81 per share (the “Determining
Date “) and (ii) warrants (the “Warrants”), that will have a term of four years, to purchase up to an additional 7,349,896
ordinary shares of the Company at an exercise price equal to NIS 5.70 (approximately USD 1.58) (the “Exercise Price”), at
an 18% premium above the opening price of InterCure’s ordinary shares on the Determining Date, which may further increase the proceeds
from the Private Placement up to a total of approximately NIS 77 million (approximately USD 21.5M) if the Warrants are fully exercised
in cash. All of the issued securities shall be restricted under the Nasdaq rules. The consideration for the allocated securities was
determined through negotiations between the Company and the Investors, based on the opening share price on the Determining Date.
The
Private Placement is subject to certain closing conditions, which include the approval of the shareholders of the Company, which is sought
by way of this proposal in the shareholder meeting.
The
Private Placement, as contemplated by Nasdaq Listing Rules, may be equal to or exceed 20% of the Company’s ordinary shares outstanding
before the Private Placement.
The
Private Placement will be made without an underwriter, placement agent, broker, or dealer.
Because
the Company’s ordinary shares are listed on the Nasdaq Stock Market, the Company is subject to the provisions of Nasdaq Rules 5635(d).
Proposed
Resolution
It
is proposed that at the Meeting, the following resolutions be adopted:
“RESOLVED,
to approve, including for, among other things, the purpose of Nasdaq Rule §5635(d), a private placement between the Company and
certain investors, including an Interested Party, which is conditional upon certain closing conditions, including the approval
of the shareholders of the Company”.
Required
Vote
Under
the Israeli Companies Law and our articles of association, the affirmative vote of the holders of a majority of the ordinary shares represented
at the annual meeting, in person or by proxy, entitled to vote and voting on the matter, is required for this proposal. In addition,
the shareholders’ approval must either include at least a majority of the ordinary shares voted by shareholders who are not controlling
shareholders nor are they shareholders who have a personal interest in the approval of the Offering, or the total ordinary shares of
non-controlling shareholders and non-interested shareholders voted against this proposal must not represent more than 2% of the outstanding
ordinary shares.
Please
note that according to the Exemption Regulations for Companies Listed Abroad by signing and submitting the attached Proxy Card, you as
a shareholder declare and approve that you neither are a controlling shareholder nor have a personal interest in the adoption of the
Proposal to be voted at the Meeting, except if you notified the Company of such in writing. If you believe that you have a personal interest
in the Proposal to be voted at the Meeting, and you wish to inform the Company of such personal interest, you should submit such information
in advance of voting to the Company at its registered offices at InterCure 85 Medinat ha-Yehudim Street Herzliya, 4676670, Israel, to
the attention of Adv. Itai Kabiljo.
Board
Recommendation
The
Board of Directors recommends a vote “FOR” the approval of the proposed resolution.
OTHER
BUSINESS
Other
than as set forth above, as of the mailing of this proxy statement, management knows of no business to be transacted at the Extraordinary
General Meeting, but, if any other matters are properly presented at the Extraordinary General Meeting, the persons named in the attached
form of proxy will vote upon such matters in accordance with their best judgment.
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By
Order of the Board of Directors |
| |
|
| |
/s/
Amos Cohen |
| |
Amos
Cohen, Chief Financial Officer |
| |
December
20, 2024 |
Exhibit
99.2
INTERCURE
LTD.
PROXY
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 27, 2025
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The
undersigned hereby appoints Mr. Itai Kabiljo, General Counsel of the Company, or failing him, and Amos Cohen, Chief Financial Officer,
agent and proxy of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned
all the ordinary shares in InterCure Ltd. (the “Company”) which the undersigned is entitled to vote at the Extraordinary
General Meeting of Shareholders (the “Meeting”) to be held at the offices of the Company’s attorneys, Doron Tikotzky
Kantor Gutman & Amit Gross., at 7 Metsada St, B.S.R Tower 4, Bnei Brak, Israel, on January 27, 2025 at 4:00 p.m. (Israel time) and
at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of Extraordinary
General Meeting of Shareholders (the “Notice”) and Proxy Statement relating to the Meeting (“Proxy Statement”).
The
undersigned acknowledges receipt of the Notice of the Extraordinary General Meeting of Shareholders and Proxy Statement of the Company
relating to the Meeting. All terms that are not defined in this Proxy shall have the same meaning of such terms in the Notice and/or
the Proxy Statement.
This
Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to
any matter, this Proxy will be voted FOR such matter. Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued
and to be signed on the reverse side)
EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS OF
INTERCURE
LTD.
January
27, 2025, 4:00 p.m. (Israel time)
Please
date, sign and mail
your
proxy card in the
envelope
provided as soon
as
possible.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL FOR THE MEETING
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
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1. |
To
approve, including for, among other things, the purpose of Nasdaq Rule §5635(d), a private placement between the Company and
certain investors, including an Interested Party, which is conditional upon certain closing conditions, including the approval
of the shareholders of the Company, all as detailed in the Proxy Statement. |
| |
☐ |
for |
☐ |
against |
☐ |
abstain |
PLEASE
NOTE that by signing and submitting this proxy card, you declare that you have no personal interest in the Proposal to be voted at this
Extraordinary Meeting of Shareholders, except for a personal interest of which you have notified the Company about in writing, as required
under the Israeli Companies Law, 5759-1999. For further information, please see the accompanying proxy statement.
In
their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Extraordinary Meeting or
any adjournment or postponement thereof.
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|
Date:
________, 2025 |
|
|
|
Date_________,
2025 |
| SIGNATURE |
|
|
|
SIGNATURE |
|
|
Please
sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator,
trustee or guardian, please give full title as such. If the signed is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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