SCHEDULE: InterCure CEO Boosts Stake to 29.4% via Private Placement

InterCure Ltd.'s CEO, Alexander Rabinovich, increased his beneficial ownership to 29.4% through a private placement and warrant acquisition, reinforcing his control.

Summary

• Alexander Rabinovich and D.I.M Investments Ltd. (controlled by Rabinovich) filed a Schedule 13D for InterCure Ltd.
• Mr. Rabinovich beneficially owns 16,765,453 Ordinary Shares, representing approximately 29.4% of the outstanding shares.
• D.I.M Investments Ltd. beneficially owns 7,747,805 Ordinary Shares, representing approximately 14.2% of the outstanding shares.
• The aggregate percentage is based on 54,512,609 Ordinary Shares outstanding as of April 29, 2025.
• A private placement closed on March 2, 2025, where InterCure issued 7,349,896 Ordinary Shares at NIS 4.83 (approximately $1.34) per share and warrants for an additional 7,349,896 Ordinary Shares at an exercise price of NIS 5.70 (approximately $1.58).
• Mr. Rabinovich participated in this private placement, acquiring 2,070,393 Ordinary Shares and warrants for an equal number of shares.
• His beneficial ownership increased from 25.73% (as of April 1, 2024) to 29.3% following the private placement.
• The warrants, if fully exercised for cash, could generate approximately NIS 77 million (approximately $21.5 million) in additional proceeds for the company.

Sentiment

Score: 7

Explanation: The filing indicates strong insider confidence through increased ownership and a successful private placement, which provides capital and potential future funding. While a routine disclosure, the details reflect positive corporate actions.

Positives

• Increased insider ownership by CEO Alexander Rabinovich, demonstrating confidence in the company's future.
• Successful completion of a private placement, raising capital for the company.
• Potential for additional capital raise of approximately NIS 77 million ($21.5 million) if warrants are fully exercised.
• Warrants issued at an 18% premium above the opening share price on the determining date, indicating investor confidence.

Future Outlook

The filing indicates that the Reporting Persons hold securities for investment purposes and reserve the right to formulate future plans regarding their investment. The full exercise of warrants could provide additional capital to the company.

Management Comments

• The Reporting Persons hold all securities of the Issuer for investment purposes only.
• The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Issuer.

Industry Context

This filing primarily concerns insider ownership and a capital raise, which are internal corporate actions. It does not provide direct information on broader industry trends, but a successful private placement can signal investor confidence in the company's position within its sector.

Related Party Transactions

• Mr. Alexander Rabinovich, CEO, Chairman, and Director of InterCure Ltd., participated in the private placement, acquiring shares and warrants from the company.
• D.I.M Investments Ltd. and Green Forest Global (A.S.R) Ltd., both controlled by Mr. Rabinovich, hold significant shares in InterCure Ltd.

Stakeholder Impact

• Shareholders: Increased confidence due to significant insider ownership and a successful capital raise. Potential dilution if warrants are exercised, but also potential for increased company value from capital infusion.
• Company (InterCure Ltd.): Benefits from capital raised through the private placement and potential future capital from warrant exercises.
• Investors: The private placement offers new investors shares and warrants, potentially at a premium, indicating a structured investment opportunity.

Next Steps

• Potential exercise of warrants by investors within the next four years, which could provide additional capital to InterCure Ltd.
• Mr. Rabinovich may receive further equity-based compensation as CEO, Chairman, and Director.

Key Dates

Recommendation

The filing primarily details an increase in beneficial ownership by the CEO and a private placement. While increased insider ownership is generally a positive signal, indicating management's confidence, and the capital raise strengthens the balance sheet, this is a disclosure of past events. Without additional financial performance data or strategic updates, a 'hold' recommendation is appropriate as the filing confirms existing control and a recent capital infusion, but doesn't present new catalysts for a 'buy' or 'sell' decision.

Keywords

InterCure Ltd., Alexander Rabinovich, Schedule 13D, Beneficial Ownership, Private Placement, Warrants, Insider Ownership, Equity Investment, Corporate Governance, Capital Raise