Amendment: SEC Form SCHEDULE 13D/A filed by IceCure Medical Ltd.
$ICCM
Medical/Dental Instruments
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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ICECURE MEDICAL LTD. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
M53071136 (CUSIP Number) |
Li Haixiang
Ste 7013, 70F Two IFC, 8 Finance St
Hong Kong, K3, 518000
852 2385-8822
Ste 7013, 70F Two IFC, 8 Finance St
Hong Kong, K3, 518000
852 2385-8822
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/17/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | M53071136 |
| 1 |
Name of reporting person
Mr. Li Haixiang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
35,846,597.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
45.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5 for beneficial ownership information of the Reporting Person. The percentage above is based on 73,122,293 Ordinary Shares of the Issuer that were outstanding as of December 31, 2025, based on information contained in the annual report on Form 20-F for the fiscal year ended December 31, 2025, filed by the Issuer on March 17, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | M53071136 |
| 1 |
Name of reporting person
Epoch Partner Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,846,597.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
See Item 5 for beneficial ownership information of the Reporting Person. The percentage above is based on 73,122,293 Ordinary Shares of the Issuer that were outstanding as of December 31, 2025, based on information contained in the annual report on Form 20-F for the fiscal year ended December 31, 2025, filed by the Issuer on March 17, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value | |
| (b) | Name of Issuer:
ICECURE MEDICAL LTD. | |
| (c) | Address of Issuer's Principal Executive Offices:
7 Ha Eshel Street, P.O. Box 3163, Caesarea,
ISRAEL
, 3079504. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Schedule 13D/A"), which amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on May 14, 2025 (the "Schedule 13D"), by Epoch Partner Investments Limited ("Epoch") and Mr. Li Haixiang (collectively, the "Reporting Persons"), relates to the ordinary shares, no par value per share (the "Ordinary Shares"), of IceCure Medical Ltd., an Israeli company (the "Issuer"). This Schedule 13D/A is being filed to reflect that Mr. Li Haixiang resigned as a member of the Issuer's board of directors on March 17, 2026. | ||
| Item 2. | Identity and Background | |
| (a) | Epoch Partner Investments Limited ("Epoch") and Mr. Li Haixiang | |
| (b) | The principal business and principal office address of the Reporting Persons is: Epoch Partner Investments Limited Suite 7013, 2 International Finance Centre, 70/F 8 Finance Street Central, Hong Kong. | |
| (c) | Mr. Li Haixiang, the sole director of Epoch, is a former director of the Issuer and resigned from the Issuer's board of directors on March 17, 2026. | |
| (d) | Neither of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Neither of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Epoch's place of organization is the British Virgin Islands. Mr. Li Haixiang is a citizen and resident of Hong Kong Special Administrative Region of the People's Republic of China and also a citizen of Cyprus. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
This item is not being amended by this Schedule 13D/A. | ||
| Item 4. | Purpose of Transaction | |
This item is not being amended by this Schedule 13D/A. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | "Item 5. Interest in Securities of the Issuer" of the Schedule 13D is hereby amended and restated as follows:
The aggregate percentage of Ordinary Shares reported owned by the Reporting Persons is based upon 73,122,293 Ordinary Shares outstanding as of December 31, 2025, as reported by the Issuer on March 17, 2026. The Reporting Persons are deemed to beneficially own an aggregate of 30,846,597 Ordinary Shares, representing approximately 45.8% of the outstanding Ordinary Shares. | |
| (b) | "Item 5. Interest in Securities of the Issuer" of the Schedule 13D is hereby amended and restated as follows:
The Reporting Persons hold shared voting and dispositive power over all of the Ordinary Shares that the Reporting Persons beneficially owned as of December 31, 2025.
Epoch directly holds the Ordinary Shares reported herein. Mr. Li Haixiang's beneficial ownership of the Issuer's securities arises solely from his position as the sole director of Epoch. | |
| (c) | The Reporting Persons have not effected any transactions in the Ordinary Shares of the Issuer in the past 60 days. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
This item is not being amended by this Schedule 13D/A. | ||
| Item 7. | Material to be Filed as Exhibits. | |
This item is not being amended by this Schedule 13D/A. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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