| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
IceCure Medical Ltd. [ ICCM ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary shares | 296,631(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Share option (right to buy) | (2) | 01/10/2028 | Ordinary shares | 95,295 | $1.55(3) | D | |
| Share option (right to buy) | (4) | 05/21/2029 | Ordinary shares | 25,000 | $1.79(5) | D | |
| Share option (right to buy) | (6) | 10/28/2030 | Ordinary shares | 25,000 | $1.68(7) | D | |
| Share option (right to buy) | (8) | 01/12/2032 | Ordinary shares | 110,000 | $3.64(9) | D | |
| Share option (right to buy) | (10) | 02/19/2033 | Ordinary shares | 59,295 | $1.51(11) | D | |
| Explanation of Responses: |
| 1. Represents (i) 10,000 ordinary shares, and (ii) 286,631 restricted share units ("RSUs") granted on May 15, 2025, 25% of which vested on July 1, 2025 and the remaining 75% vest in equal quarterly installments of 6.25% thereafter, of which 107,486 RSUs have vested and 179,631 remain unvested as of March 18, 2026. |
| 2. The options were granted on January 10, 2018, and vested in equal quarterly installments of 6.25% beginning on December 5, 2017. As of March 18, 2026, all 95,295 options are fully vested. |
| 3. The options were granted with an exercise price of NIS 4.8 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 3.10 to USD $1.00 as of March 11, 2026, resulting in an exercise price of $1.55 per share. |
| 4. The options were granted on May 21, 2019, and vested in equal quarterly installments of 6.25% beginning on May 21, 2019. As of March 18, 2026, all 25,000 options are fully vested. |
| 5. The options were granted with an exercise price of NIS 5.536 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 3.10 to USD $1.00 as of March 11, 2026, resulting in an exercise price of $1.79 per share. |
| 6. The options were granted on October 28, 2020, 25% of which vested on October 28, 2021, and the remaining 75% vested in equal quarterly installments of 6.25% thereafter. As of March 18, 2026, all 25,000 options are fully vested. |
| 7. The options were granted with an exercise price of NIS 5.2128 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 3.10 to USD $1.00 as of March 11, 2026, resulting in an exercise price of $1.68 per share. |
| 8. The options were granted on January 12, 2022, 25% of which vested on January 12, 2023, and the remaining 75% vested in equal quarterly installments of 6.25% thereafter. As of March 18, 2026, all 110,000 options are fully vested. |
| 9. The options were granted with an exercise price of NIS 11.29 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 3.10 to USD $1.00 as of March 11, 2026, resulting in an exercise price of $3.64 per share. |
| 10. The options were granted on February 19, 2023, 25% of which vested on February 19, 2024, and the remaining 75% vest in equal quarterly installments of 6.25% thereafter. As of March 18, 2026, 44,471 options are vested. |
| 11. The options were granted with an exercise price of NIS 4.68 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 3.10 to USD $1.00 as of March 11, 2026, resulting in an exercise price of $1.51 per share. |
| /s/ Ron Mayron | 03/25/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||