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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2024 (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 No. | 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)
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| 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
VIRGIN ISLANDS, BRITISH
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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
25,846,597.00 | ||||||||
| 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)
45.7 % | ||||||||
| 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 56,568,999 Ordinary Shares of the Issuer that were outstanding as of December 31, 2024, based on information contained in the annual report on Form 20-F for the fiscal year ended December 31, 2024, filed by the Issuer on March 27, 2025.
SCHEDULE 13D
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| CUSIP No. | 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
25,846,597.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.7 % | ||||||||
| 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 56,568,999 Ordinary Shares of the Issuer that were outstanding as of December 31, 2024, based on information contained in the annual report on Form 20-F for the fiscal year ended December 31, 2024, filed by the Issuer on March 27, 2025.
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 2. | Identity and Background |
| (a) | This Schedule is being filed by the following (each, a "Reporting Person" and together the "Reporting Persons"):
(i) Epoch Partner Investments Limited, or Epoch; and
(ii) 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) | The sole director of Epoch, Mr. Li Haixiang, is a director of the Issuer. |
| (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. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Shares purchased by the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 25,846,597 Ordinary Shares beneficially owned by the Reporting Persons was approximately $39.97 million, including brokerage commissions. | |
| Item 4. | Purpose of Transaction |
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
The Reporting Persons hold all securities of the Issuer for investment purposes. In addition, the sole director of Epoch serves as a director of the Issuer. Accordingly, it may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of Schedule 13D. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to its investment in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate percentage of Ordinary Shares reported owned by the Reporting Persons is based upon 56,568,999 Ordinary Shares outstanding as of December 31, 2024, as reported by the Issuer on March 27, 2025.
The Reporting Persons are deemed to beneficially own an aggregate of 25,846,597 Ordinary Shares, representing approximately 45.7% of the outstanding Ordinary Shares. |
| (b) | 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, 2024. |
| (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 |
The information contained in Items 2, 3 and 5 of this Schedule 13D is incorporated by reference herein.
On February 7, 2015, the Issuer and certain purchasers, including Epoch, entered into a Securities Purchase Agreement, pursuant to which Epoch acquired 1,892,857 Ordinary Shares at $2.90 per share.
On January 26, 2021, the Issuer and certain purchasers, including Epoch, entered into a Securities Purchase Agreement, pursuant to which Epoch acquired 5,742,848 Ordinary Shares at $1.31 per share.
On December 21, 2022, the Issuer and certain purchasers, including Epoch entered into a Securities Purchase Agreement, in which Epoch acquired 4,242,424 Ordinary Shares at $1.65 per share. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - Joint Filing Agreement, dated May 14, 2025, between Li Haixiang and Epoch Partner Investments Limited. |
| 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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