ICCM 6-K
IceCure Medical Ltd. (ICCM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 6-K
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Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of April 2026 (Report No. 2)
Commission File Number: 001-40753
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ICECURE MEDICAL Ltd.
(Translation of registrant’s name into English)
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7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
Attached hereto and incorporated herein are the Notice of Meeting, Proxy Statement and Form of Proxy Card for the Special General Meeting of Shareholders of IceCure Medical Ltd. (the “Company”) to be held on Monday, May 11, 2026 (the “Meeting”).
Only shareholders of record who hold Ordinary Shares, no par value, of the Company at the close of business on Monday, April 27, 2026, will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.
Copies of the Notice of Special General Meeting, Proxy Statement and Form of Proxy Card for the Meeting are furnished herewith as Exhibits 99.1, 99.2 and 99.3, respectively.
This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-290046 and 333-258660) and Form S-8 (File Nos. 333-270982, 333-264578, 333-262620 and 333-281587), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
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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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IceCure Medical Ltd. |
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Date: April 22, 2026 |
By: |
/s/ Eyal Shamir |
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Name: |
Eyal Shamir |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
Dear IceCure Medical Ltd. Shareholder:
We cordially invite you to attend the Special General Meeting of Shareholders (the “Meeting”) of IceCure Medical Ltd. (the “Company”), to be held on Monday, May 11, 2026 at 5:00 p.m. Israel time, or at any adjournment or postponement thereof, by means of remote communication at the following link:
https://teams.microsoft.com/meet/33524497399082?p=JN8bbrKJxAx3ilh3FI
At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed notice of special general meeting of shareholders (the “Notice”). Our board of directors recommends that you vote FOR the Proposal listed in the Notice.
Only shareholders of record at the close of business on Monday, April 27, 2026, are entitled to notice of and to vote at the Meeting, either in person or by appointing a proxy to vote in their stead at the Meeting, as detailed in the Notice.
We look forward to greeting as many of you as can attend the Meeting.
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Sincerely, |
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/s/ Ron Mayron |
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Ron Mayron |
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Chairman of the Board of Directors |
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April 22, 2026 |
ICECURE MEDICAL Ltd.
Notice of SPECIAL General Meeting of shareholders
Notice is hereby given that a Special General Meeting of Shareholders (the “Meeting”) of IceCure Medical Ltd. (the “Company”) will be held on Monday, May 11, 2026 at 5:00 p.m. Israel time, or at any adjournment or postponement thereof, by means of remote communication at the following link:
https://teams.microsoft.com/meet/33524497399082?p=JN8bbrKJxAx3ilh3FI
The following matter is on the agenda for the Meeting:
1. To approve a potential reverse split of the Company’s issued and outstanding ordinary shares at a ratio of between 10:1 and 30:1, to be effected, if at all, at the discretion of the Board and on a date to be determined by the Board.
Board Recommendation
Our Board of Directors unanimously recommends that you vote “FOR” the above proposed resolutions, which are described in the attached proxy statement (the “Proxy Statement”).
Record Date
Shareholders of record at the close of business on Monday, April 27, 2026 (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or by appointing a proxy to vote in their stead at the Meeting, as detailed below.
How You Can Vote
A form of proxy for use at the Meeting is attached to the Proxy Statement and a voting instruction form, together with a return envelope, will be sent to holders of ordinary shares, no par value, of the Company (the “Ordinary Shares”). By appointing “proxies,” shareholders may vote at the Meeting regardless of whether they attend.
Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted “FOR” the proposed resolution to be presented at the Meeting for which the Board of Directors recommends a vote “FOR”.
Shareholders may revoke their proxies or voting instruction form (as applicable) in accordance with Section 9 of the Israeli Companies Law, 5759-1999 (“Companies Law”) regulations (proxy and positions statements).
Shareholders registered directly with the transfer agent
If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered, with respect to those shares, to be the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use the proxy card included with this Proxy Statement to grant your voting proxy directly to Ms. Rotem Naim, Director of Finance of the Company, and/or Eyal Shamir, Chief Executive Officer of the Company, or to vote in person at the Meeting.
Shareholders of beneficial owner
If your shares are held through a bank, broker, or other nominee, they are considered to be held in “street name” and you are the beneficial owner with respect to those shares. A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial owner at the Meeting and must also provide the Company with a copy of their identity card, passport or certification of incorporation, as the case may be. If your shares are held in “street name” as of the Record Date, these proxy materials are being forwarded to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting. Brokers who hold shares in “street name” for clients typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. Proposal No. 1on the agenda of the Meeting are not considered routine. Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion inter alia with respect to the proposed reverse split of the Company’s issued and outstanding Ordinary Shares and a “broker non-vote” occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds Ordinary Shares through a bank or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares to count for the proposal.
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Sincerely, |
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/s/ Ron Mayron |
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Ron Mayron |
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Chairman of the Board of Directors |
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April 22, 2026 |
Exhibit 99.2
ICECURE MEDICAL LTD.
CAESAREA, ISRAEL
PROXY STATEMENT
SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 2026
This proxy statement (the “Proxy Statement”) is being solicited by our board of directors (the “Board of Directors”) of IceCure Medical Ltd. (the “Company”) for use at the Company’s Special General Meeting of Shareholders (the “Meeting”) to be held on Monday, May 11, 2026 at 5:00 p.m. Israel time, or at any adjournment or postponement thereof, by means of remote communication, at the following link:
https://teams.microsoft.com/meet/33524497399082?p=JN8bbrKJxAx3ilh3FI
Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares, no par value, of the Company (the “Ordinary Shares”) covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions, and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares represented thereby will be voted in favor of the proposal described in this Proxy Statement.
Quorum and Adjournment
Two or more shareholders present, in person or by proxy, holding in the aggregate not less than 25% of the outstanding Ordinary Shares, shall constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand adjourned until Monday, May 11, 2026 at 6:30 p.m. Israel time (the “Adjourned Meeting”). If a quorum is not present at the adjourned meeting within half an hour of this time, any number of shareholders present in person or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present for the purpose of determining a quorum.
Required Vote and Voting Procedures
Pursuant to the Companies Law, Proposal No. 1 described hereinafter, requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares, amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal (a “Simple Majority”).
It is noted that there may be changes on the agenda after publishing this Proxy Statement. Therefore, the most updated agenda will be furnished to the U.S. Securities and Exchange Commission (the “SEC”) on a Report of Foreign Private Issuer on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov.
In accordance with Section 66(b) of the Companies Law and regulations promulgated thereunder, any shareholder of the Company holding at least 1% of the outstanding voting rights of the Company for the Meeting may submit to the Company a proposed additional agenda item for the Meeting (and in case of a proposed additional agenda item for nominating or removal of a director, at least 5% of the outstanding voting rights of the Company), to Ms. Rotem Naim, at 7 Ha’Eshel St., Caesarea, 3079504, Israel, or via e-mail: rotemn@icecure-medical.com, no later than April 29, 2026.
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Position Statements
Shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement (a “Position Statement”) to the Company’s offices, c/o Ms. Rotem Naim, at 7 Ha’Eshel St., Caesarea, 3079504, Israel, or via e-mail: rotemn@icecure-medical.com. Any Position Statement received will be furnished to the SEC on a Report of Foreign Private Issuer on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov. Position Statements should be submitted to the Company no later than May 1, 2026. A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors’ response to the Position Statement will be submitted no later than May 6, 2026.
One shareholder or more holding Ordinary Shares which represent 5% or more of the Company’s voting rights (81,237,799 Ordinary Shares as of April 22, 2026), and whoever holds 5% of the Company’s voting rights without taking into consideration the shares that are held by the Company’s controlling shareholder (30,846,597 Ordinary Shares) is entitled to examine the Proxy Statement and voting materials in the Company’s office after the Meeting is held.
There may be changes on the agenda after publishing the Proxy Statement and there may be additional Position Statements which could be published. Therefore, the most updated agenda will be furnished to the SEC on a Report of Foreign Private Issuer on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov.
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PROPOSAL 1
TO APPROVE A POTENTIAL REVERSE SPLIT OF THE COMPANY’S ISSUED AND OUTSTANDING ORDINARY SHARES AT A RATIO OF BETWEEN 10:1 AND 30:1, TO BE IN EFFECT, IF EFFECTED, AT THE DISCRETION OF, AND AT SUCH DATE TO BE DETERMINED BY THE BOARD.
On April 16, 2026, the Board approved, subject to the approval of the special general meeting of the Company’s shareholders, a framework for a potential adjustment of the Company’s share capital at a ratio of between to 10-for-1 and 30-for-1, with respect to the Company’s issued and outstanding Ordinary Shares, such that every ten (10) to up to thirty (30) Ordinary Shares shall be converted into one (1) Ordinary Share, and/or any Ordinary Shares issuable pursuant to exercise or conversion of outstanding options, restricted share units and/or warrants issued by the Company, to be effected, if effected, at the discretion of, and at such date to be determined by the Board (the “Reverse Split”).
The Board believes that it is appropriate and in the best interests of the Company to approve the Reverse Split. Furthermore, the Board believes that the Reverse Split will help to support the continued listing of the Company’s Ordinary Shares on Nasdaq. Maintaining the Company’s listing on Nasdaq is a priority for the Company in order for it to have a platform for financing in the public capital markets while providing for liquidity for the Company’s shareholders. In addition, the Board believes that a reverse share split is advisable in order to make the Company’s Ordinary Shares more attractive to a broader range of investors.
The Company intends to request a 180 day additional compliance period under applicable Nasdaq rules to regain compliance with Nasdaq’s minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share, in order to preserve the option not to proceed with the Reverse Split if it is ultimately unnecessary. However, the Board believes it is in the Company’s best interest to approve the Reverse Split beforehand to ensure that Company has flexibility and the ability to navigate compliance requirements effectively.
If the Reverse Split is approved, then the Board will have the authority, at its own discretion, to determine whether to effect the Reverse Split, and the exact ratio and the effective date of the Reverse Split, subject to applicable Nasdaq Rules. Following such determination by the Board, the Company will issue a press release announcing the effective date and the ratio of the Reverse Split.
The Board believes that approval of a proposal providing the Board with this generalized grant of authority with respect to setting the Reverse Split ratio, rather than mere approval of a pre-defined reverse share split, will give the Board the flexibility to set the ratio in accordance with then current market conditions and therefore allow the Board to act in the best interests of the Company and its shareholders.
The implementation of the Reverse Split will result in the reduction of the number of the issued and outstanding Ordinary Shares in accordance with the exchange ratio (10:1 to 30:1), such that if the Reverse Split is approved, depending on the ratio between ten (10) to thirty (30) Ordinary Shares, issued and outstanding, shall be converted into one (1) Ordinary Share. The Reverse Split, if effected, would not adjust the authorized share capital of the Company under our amended and restated articles of association (the “Articles”), which, as of the date hereof consists of 2,500,000,000 Ordinary Shares.
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In addition, if the Reverse Split is effected, the exercise price and the number of Ordinary Shares issuable upon the exercise of any outstanding options, restricted share units and/or warrants will be proportionately adjusted pursuant to the terms of the respective securities in connection with the Reverse Split. Furthermore, upon completion of the Reverse Split, the number of Ordinary Shares and/or any options or restricted share units available for issuance under the IceCure Medical Ltd. 2024 Employee Equity Incentive Plan shall be appropriately adjusted.
The Reverse Split, if effected, will be effected simultaneously for all of the Company’s securities, and the exchange ratio will be the same for all securities. The Reverse Split will affect all the Company’s shareholders uniformly and will not affect any shareholder’s percentage ownership interests in the Company, relative voting rights or other rights. Ordinary Shares resulting from the Reverse Split will remain fully paid and non-assessable.
No fractional shares will be issued as a result of the Reverse Split. In accordance with our Articles, all fractional shares will be rounded to the nearest whole Ordinary Share, such that only shareholders holding fractional consolidated shares of more than half of the number of shares which consolidation constitutes one whole share, shall be entitled to receive one consolidated share.
Upon the implementation of the Reverse Split, the Company intends to treat shares held by shareholders through a bank, broker, custodian, or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians, or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding the Company’s Ordinary Shares in street name. However, these banks, brokers, custodians, or other nominees may have different procedures than registered shareholders for processing the Reverse Split. Shareholders who hold the Company’s Ordinary Shares with a bank, broker, custodian or other nominee and who have any queries in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
While the Board believes that the potential advantages of a Reverse Split outweigh any actual or potential disadvantages, if the Company does effect a Reverse Split there can be no assurance that (i) the Company’s Ordinary Shares will trade at a price in proportion to the decrease in the number of outstanding shares resulting from the Reverse Split; (ii) the liquidity of the Company’s Ordinary Shares will not be adversely affected by the reduced number of shares that would be outstanding and available for trading after the Reverse Split; (iii) engaging in a Reverse Split will not be perceived in a negative manner by investors, analysts or other stock market participants; or (iv) the Reverse Split will not result in some shareholders owning “odd-lots” of fewer than 100 Ordinary Shares, potentially resulting in higher brokerage commissions and other transaction costs than the commissions and costs of transactions in “round-lots” of even multiples of 100 shares.
THE U.S. AND ISRAELI TAX CONSEQUENCES OF THE REVERSE SPLIT MAY DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER. ACCORDINGLY, EACH SHAREHOLDER IS ADVISED TO CONSULT THE SHAREHOLDER’S TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO THE SHAREHOLDER OF THE REVERSE SPLIT
The Board believes that the Reverse Split is appropriate and in the best interest of the Company’s shareholders.
The shareholders of the Company are requested to adopt the following resolution:
“RESOLVED, to approve a potential reverse share split of the Company’s issued and outstanding Ordinary Shares at a ratio of between 10:1 to 30:1, to be effected, if effected, at the discretion of and on such date to be determined by the Board, as set forth in the Proxy Statement”.
The approval of this Proposal, as described above, requires the affirmative vote of a Simple Majority.
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The Board unanimously recommends that the shareholders vote FOR the above proposal.
Your vote is important! Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL DESCRIBED IN THIS PROXY STATEMENT.
Proxies and all other applicable materials should be sent to:
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
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OTHER BUSINESS
The Board is not aware of any other matters that may be presented at the Meeting other than described in this proxy statement. If any other matters do properly come before the Meeting, including the authority to adjourn the Meeting, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers. Accordingly, the Company files reports and other information with the SEC. All documents which the Company will file on the SEC’s EDGAR system will be available for retrieval on the SEC’s website at http://www.sec.gov.
As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Special General Meeting of Shareholders and the proxy statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED APRIL 22, 2026. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN APRIL 22, 2026, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.
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By Order of the Board |
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IceCure Medical Ltd. |
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/s/ Eyal Shamir, Chief Executive Officer |
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Exhibit 99.3
ICECURE MEDICAL LTD.
FORM OF PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, Mr. Eyal Shamir, Chief Executive Officer and Director, and Ms. Rotem Naim, Director of Finance, as agents and proxies 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, no par value, of IceCure Medical Ltd. (the “Company”) which the undersigned is entitled to vote at the Special General Meeting of Shareholders (the “Meeting”) to be held on Monday, May 11, 2026 at 5:00 p.m. Israel time, and at any adjournments or postponements thereof, by means of remote communication, upon the following matters, which are more fully described in the Notice of Special General Meeting of Shareholders and proxy statement relating to the Meeting.
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)
ICECURE MEDICAL LTD.
SPECIAL GENERAL MEETING OF SHAREHOLDERS
Date of Meeting: Monday, May 11, 2026
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
1. To approve a potential reverse split of the Company’s issued and outstanding ordinary shares at a ratio of between 10:1 and 30:1, to be effected, if at all, at the discretion of the Board and on a date to be determined by the Board.
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In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
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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.