NOTE 1 - GENERAL

IceCure Medical Ltd. (“IceCure Medical Ltd.”, the “Company”, “we” or “our”) is a medical device company incorporated in Israel.

Since its establishment, the Company and its wholly-owned subsidiaries, IceCure Medical Inc. in the United States (the “US Subsidiary”), IceCure Medical HK Limited in Hong Kong (the “Hong Kong Subsidiary”) and IceCure (Shanghai) MedTech Co., Ltd. in China (the “Chinese Subsidiary”, and together with the Company, the US Subsidiary and the Hong Kong Subsidiary, the “Group”), have been engaged in the research, developmen, and commercialization of minimally invasive medical devices for cryoablation (freezing) of tumors in the human body, using its proprietary liquid nitrogen cryoablation technology, as an alternative to surgical intervention to remove tumors. The Company has received regulatory approvals for marketing its products in the United States, Europe, and other territories.

The Group’s activities are subject to significant risks and uncertainties, including the possibility of failing to secure additional funding to commercialize its technology, obtain regulatory approvals and other risks. In addition, the Group is subject to risks relating to competition, financing, liquidity requirements, rapidly changing customer requirements and its limited operating history.

As of June 30, 2026, the Company has accumulated losses of $129,211. In the six months ended June 30, 2026, the Company generated losses of $8,775 and negative cash flows from operating activities of $8,148.

To date, management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through the use of its current financial resources, sales of its products, and through additional capital raises.

Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan to continue as a going concern include raising additional funds from existing shareholders and/or new investors. However, there can be no assurance that such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to successfully complete the development and commercialization of its products. These financial statements do not include any adjustments that might result from the outcome of this uncertainty, including adjustments relating to the recoverability and classification of assets, or the carrying amounts and classification of liabilities that may be required should the Company be unable to continue as a going concern.

On June 4, 2026, the Company effected a 1-for-30 reverse stock split of its issued and outstanding ordinary shares. All share and per share information, as well as the number of shares issuable and exercise prices under the Company’s outstanding warrants and pre-funded warrants, have been retrospectively adjusted to give effect to the reverse split.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SHAREHOLDERS’ EQUITY

In connection with the June 2026 Private Placement, we entered into a warrant amendment agreement with one of the investors from the March 2026 Financing (the “Investor”) to amend certain warrants issued to the Investor on March 27, 2026 (the “Warrant Amendment Agreement”). The Investor’s amended warrants consisted of (i) Series B Warrants to purchase up to 133,334 ordinary shares and (ii) Series C Warrants to purchase up to 133,333 ordinary shares, each of which originally had an exercise price of $16.50 per share. Pursuant to the Warrant Amendment Agreement, the exercise price of such warrants was reduced to $3.00 per share, and the expiration dates were extended such that the Investor’s Series B Warrants will expire on June 18, 2031, and the Investor’s Series C Warrants will expire on June 18, 2027. The effectiveness of the amendments described above was subject to approval by our shareholders, which was subsequently obtained on August 6, 2026.

NOTE 4 - REVENUES

The Company’s revenues are derived primarily from the sale of systems and disposables. Revenues from warranty and services are not material and therefore are included in revenue from systems in the following table.

NOTE 5 - COST OF REVENUES

NOTE 6 - RESEARCH AND DEVELOPMENT EXPENSES

NOTE 7 - SALES AND MARKETING EXPENSES

NOTE 8 - GENERAL AND ADMINISTRATIVE EXPENSES

NOTE 9 - GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION

The Company has identified a single reportable operating segment that designs, develops, manufactures and markets cryoablation medical devices. The chief operating decision maker (“CODM”) assesses the performance of the Company and decides how to allocate resources based upon consolidated net comprehensive loss, as reported in the consolidated statements of comprehensive loss. The measure of segment assets that is reviewed by the CODM is consolidated total assets, as reported in the consolidated balance sheet. Significant expense categories provided to the CODM are those presented in the consolidated statements of comprehensive loss and in Notes 5-8.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Class action

On July 5, 2021, the Company was informed that a motion (the “Motion”) to certify a claim as a class action was filed by a purported shareholder of the Company (the “Plaintiff”) in the Tel Aviv District Court (the “Court”) against it, certain members of its board of directors, its controlling shareholder and the investors who participated in the private placement approved by the Company’s shareholders on March 7, 2021.

In the motion, the Plaintiff alleges, among other things, that the private placement was conducted at a significant discount to the Company’s share price at that time, that the share price did not reflect the material information allegedly in the Company’s possession at that time, and also alleged defects in the manner of approval of the private placement.

The Plaintiff estimated the amount of his individual claim at a sum of approximately NIS 30,000 thousand (approximately $10,073), the amount of the class action, insofar as it will be qualified as such, at a sum of approximately NIS 163,459 thousand (approximately $54,889) for the class damages that the Plaintiff claims had their shares diluted unlawfully, and at a sum of approximately NIS 234,349 thousand (approximately $78,693), for damage that was supposedly caused to the shareholders due to a sale at less than the allegedly full market price.

On May 5, 2026, the Court issued a decision approving the motion to certify the proceeding as a class action against the Company its officers and directors, its controlling shareholder and, to a more limited extent, certain investors who participated in the private placement. The Court also approved the certification of two plaintiff classes, appointed the applicant as the representative plaintiff and approved the causes of action set forth in the decision. Subsequently, the Plaintiff filed an amended class action complaint seeking damages of approximately NIS 397,875 thousand (approximately $133,605).

On July 5, 2026, the Company and the other respondents filed motions for reconsideration of the certification decision.

Concurrently, the parties agreed to participate in mediation and to stay all proceedings, including the class action complaint. The Court approved a suspension of the proceedings through November 10, 2026.

Without derogating from the foregoing, the Company and its legal advisors believe that, in the event the parties do not reach a settlement and the legal proceedings continue before the Court, the Company has strong arguments both in support of its motions for reconsideration of the decision and of its statement of defense that will be field to oppose the class action complaint, and the Company will continue to act to protect its interests and rights. The Company believes that a loss is not probable and given the stage of this matter, the Company is currently unable to predict the likely outcome or estimate the potential financial impact, if any, of this matter.

NOTE 11 - SUBSEQUENT EVENTS