Intercure Ltd.

Background

We believe that maintaining the continued listing of our Ordinary Shares on the Nasdaq Global Market is in the best interests of the Company and our shareholders, as it provides access to the public capital markets and enhances the liquidity of our Ordinary Shares. On February 25, 2026, we received a written notice from the Nasdaq Stock Market LLC indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(2), as the closing bid price for our Ordinary Shares, or Ordinary Shares, was below $1.00 per share for the last 30 consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were granted a 180-calendar day compliance period, or until August 24, 2026, to regain compliance with the minimum bid price requirement.

To assist in maintaining compliance with the continued listing requirements of the Nasdaq Global Market, on May 7, 2026, the Company’s Board of Directors approved a proposal to effect a reverse share split of the Company’s Ordinary Shares at a ratio of 5-to-1 (the “Reverse Split”) and to amend our Articles of Association to effect such Reverse Split.

The Board believes that it is appropriate and in the best interests of the Company to approve the Reverse Split. 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. Additionally, the Board of Directors believes that the Reverse Split is advisable and in the best interests of the Company and its shareholders because it is expected to increase the market price of the Company’s Ordinary Shares, thereby making the shares more attractive to a broader range of institutional and other investors. The Board further believes that the anticipated increase in the per share market price of the Company’s Ordinary Shares as a result of the Reverse Split may encourage greater investor interest and improve the marketability and liquidity of the Company’s Ordinary Shares.

Many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in or recommending investments in low-priced stocks, or that tend to discourage individual brokers from recommending such securities to their customers. Additionally, some of these policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Because brokers’ commissions on low-priced stocks generally represent a higher percentage of the share price than commissions on higher-priced stocks, the current average price per share of the Company’s Ordinary Shares may result in shareholders paying transaction costs that represent a higher percentage of their total share value than would be the case if the share price were higher.

If the Reverse Split is approved by our shareholders, then the Board of Directors shall be authorized to implement the Reverse Split at a ratio of 5-to-1 and issue a press release announcing the effective date of the Reverse Split and will amend our Articles of Association to effect such Reverse Split. The Company is required to give notice to Nasdaq at least 10 calendar days prior to the record date of a Reverse Split.

If the Reverse Split is implemented, the number of authorized shares as well as the issued and outstanding Ordinary Shares would be reduced in a ratio of 5-to-1, so that each five (5) Ordinary Shares of the Company, with no nominal value each, shall be recapitalized into one (1) Ordinary Share of the Company, with no nominal value.

In addition, if the Reverse Split is implemented, the exercise price and the number of ordinary shares issuable pursuant to outstanding warrants will be adjusted pursuant to the terms of the respective warrants in connection with the Reverse Split. Furthermore, upon completion of the Reverse Split, the number of ordinary shares issuable pursuant to the Company’s equity incentive plans, as well as the number of shares and exercise prices subject to outstanding options under such plans, shall be appropriately adjusted.

No fractional shares will be issued as a result of the Reverse Split. Instead, following the adoption of the shareholder resolution approving the Reverse Split and in accordance with Article 20 of the Company’s Articles of Association, the Board of Directors shall be authorized, at its discretion, to take such actions as it deems necessary or appropriate to address any fractional shares resulting from the proposed share consolidation and/or division, including, without limitation: (i) allocating additional shares to shareholders to round holdings to whole shares; (ii) determining that fractional entitlements shall not be consolidated into whole shares; (iii) issuing additional shares for consideration as determined by the Board to prevent fractional shares; or (iv) selling fractional shares to the Company for consideration as determined by the Board, with proceeds paid to entitled shareholders.

In the event that the Company’s shareholders do not approve the Reverse Split and the proposed amendments to the Company’s Articles of Association, the Company’s Ordinary Shares will likely be delisted from trading on the Nasdaq Global Market. If delisted, the Company’s shares may be quoted on an over-the-counter market, which is generally subject to less stringent reporting, disclosure, and corporate governance standards than those required by Nasdaq and the SEC. This could result in reduced liquidity, lower trading volumes, and increased price volatility. In addition, delisting could adversely affect the Company’s ability to attract institutional investors, raise additional capital, and maintain analyst coverage. Accordingly, the Board of Directors recommends that the shareholders vote to approve the Reverse Split as described above on a date to be determined by our Board of Directors and announced by the Company and authorize the Company to amend the Articles of Association accordingly.