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
Under
the Securities Exchange Act of 1934
For
the Month of January 2024
001-40614
(Commission
File Number)
INTERCURE
LTD.
(Exact
name of Registrant as specified in its charter)
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 ☐
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.
|
Intercure
Ltd. |
|
|
|
Date:
January 31, 2024 |
By: |
/s/
Amos Cohen |
|
|
Amos
Cohen |
|
|
Chief
Financial Officer |
Exhibit 99.1
InterCure
Signs Definitive Agreement to Acquire Leon Cannabis Pharmacy Chain
NEW
YORK, and HERZLIYA, Israel — January 31, 2024 — InterCure Ltd. (NASDAQ: INCR) (TASE: INCR) (dba
Canndoc) (“InterCure” or the “Company”), the leading medical cannabis company in Israel and outside
of North America, announced today that it has entered into a share purchase agreement (the “Agreement”) with the shareholders
of Leon Pharm Ltd. (the “Sellers”, and “Leon Pharm”, respectively) to purchase Leon Pharm, a leading,
Israel-based pharmacy chain specializing in dispensing medical cannabis in Israel, by way of a share purchase of all of the issued and
outstanding share capital of Leon Pharm (the “Transaction”).
At
the closing, InterCure will cause between 1,755,000 to 1,845,000 shares of the Company to be issued to the Sellers, depending on the
share price of the Company at the time of completion.
Established in 1988, Leon
Pharm is one of the leading private pharmacy chains in Israel, specializing in the customization of pharmaceutical products
and cannabis for patients along with providing a high level of professional service.
The
entry into the Transaction is consistent with the Company’s strategy of expanding its market-leading distribution network, towards
the new medical cannabis reform announced by the Israeli Ministry of Health. The Transaction is expected to be accretive to
the Company’s business model.
In
connection with the Agreement, each of the Sellers agreed that any Company shares issued pursuant to the Transaction will be subject
to certain lock-up restrictions, as well as additional exercise restrictions that have been agreed by the parties.
The
Transaction is expected to close upon the fulfillment of certain closing conditions, including, among other
things, the approval of the Israel Medical Cannabis Agency (IMCA) and the Israel Competition Authority.
The
CEO of InterCure, Alexander Rabinovich, stated: “The acquisition of Leon Pharm is another step towards the implementation of
the new medical cannabis reform and the introduction of HMOs. The leading team of Leon Pharm complements and expands our leading
position and together we are well prepared to serve the demand and the unique needs of the patient communities in Israel in light of
the war events”
About
InterCure (dba Canndoc)
InterCure
(dba Canndoc) (NASDAQ: INCR) (TASE: INCR) is the leading and fastest growing cannabis company outside of North America. Canndoc, a wholly
owned subsidiary of InterCure, is Israel’s largest licensed cannabis producer and one of the first to offer Good Manufacturing
Practices (GMP) certified and pharmaceutical-grade medical cannabis products. Cannolam a wholly owned subsidiary of InterCure, is the
leading pharmacy chain for medical cannabis patients in Israel and worldwide. InterCure leverages its market leading distribution network,
best in class international partnerships and a high-margin vertically integrated “seed-to-sale” model to lead the fastest
growing cannabis global market outside of North America.
For
more information, visit: http://www.intercure.co.
Forward-Looking
Statements
This
press release may contain forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating
to the expected closing of the Transaction. security events in Israel and the effects of the current terrorist attacks by Hamas, and
the war and hostilities between Israel and Hamas and Israel and Hezbollah, as well as statements, other than historical facts, that address
activities, events or developments that InterCure intends, expects, projects, believes or anticipates will or may occur in the future.
These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,”
“should,” “intends,” “plans,” “will,” “expects,” “estimates,”
“projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments
made in light of management’s experience and perception of historical trends, current conditions, expected future developments
and other factors believed to be appropriate. Forward-looking statements are not guarantees of future performance and are subject to
risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Many
factors could cause InterCure’s actual activities or results to differ materially from the activities and results anticipated in
forward-looking statements, including, but not limited to, the following: the Company’s success of its global expansion plans,
its continued growth, the expected operations, financial results business strategy, competitive strengths, goals and expansion and growth
plans, expansion strategy to major markets worldwide, the impact of the COVID-19 pandemic, the impact of the war in Ukraine and the conditions
of the markets generally. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties,
many of which are beyond InterCure’s control, which could cause actual results and events to differ materially from those that
are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: changes
in general economic, business and political conditions, changes in applicable laws, the U.S. regulatory landscapes and enforcement related
to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management,
as well as the factors discussed under the heading “Risk Factors” in InterCure’s Annual Information Form dated March
31, 2023, which is available on SEDAR at www.sedar.com, and under the heading “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the registration statement on Form 20-F, filed with the Securities Exchange Commission on May 1,
2023. InterCure undertakes no obligation to update such forward-looking information, whether as a result of new information, future events
or otherwise, except as expressly required by applicable law.
Contact:
InterCure
Ltd.
Amos
Cohen, Chief Financial Officer
amos@intercure.co
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