United States securities and exchange commission logo
July 20, 2021
Eyal Shamir
Chief Executive Officer
IceCure Medical Ltd.
7 Ha Eshel St., PO Box 3163
Caesarea, 3079504 Israel
Re: IceCure Medical
Ltd.
Amendment No. 2 to
Draft Registration
Statement on Form F-1
Submitted July 6,
2021
CIK 0001584371
Dear Mr. Shamir:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Our Company, page 1
1. We note your response
to comment 5. Please expand your revised disclosure on page 3 to
provide the basis for
your belief that the results of your study were a factor in the ASBrS
decision to update
their guidelines for breast cancer treatment.
Eyal Shamir
FirstName LastNameEyal Shamir
IceCure Medical Ltd.
Comapany
July NameIceCure Medical Ltd.
20, 2021
July 20,
Page 2 2021 Page 2
FirstName LastName
Risk Factors
Risks Related to our Ordinary Shares
Our principal shareholders, officers and directors currently beneficially own
approximately
75.81% of our ordinary shares, page 39
2. We note your response to comment 1. Please expand your disclosure to
indicate, if true,
that you expect to meet the definition of a controlled company
under Nasdaq listing
rules after the completion of the offering.
Business
Kidney Tumors Clinical Trials, page 67
3. We note your response to comment 12. Please expand your disclosure to
identify the
serious adverse event observed in your kidney tumors trial that is
currently ongoing in
Israel.
Intellectual Property, page 72
4. We note your response to comment 16 identifying your patent and patent
applications as
utility patents. Please revise to disclose the type of patent
protection for each of the issued
patents and patent application, such as composition of matter, use or
process.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 10 - Revenue, page F-23
5. We note your response to comment 22. Please expand your disclosure to
include the detail
of transaction price allocation in the revenue recognition footnote.
Exhibits
6. We note your disclosure in the footnotes to the exhibit index that
"portions of this exhibit
have been omitted under rules of the U.S. Securities and Exchange
Commission
permitting the confidential treatment of select information." If you
intend to redact
information pursuant to Item 601(b)(10)(iv) of Regulation S-K, please
revise the
applicable footnote to state that certain information has been
excluded from relevant
exhibits because it is both not material and the type of information
that the registrant treats
as private or confidential. Please also include a similar statement at
the top of the first
page of each redacted exhibit and include brackets indicating where
the information is
omitted from the filed version of each exhibit. Refer to Item
601(b)(10)(iv) of Regulation
S-K.
Eyal Shamir
IceCure Medical Ltd.
July 20, 2021
Page 3
You may contact Christie Wong at 202-551-3684 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Christine Westbrook at 202-551-5019 with
any other
questions.
Sincerely,
FirstName LastNameEyal Shamir
Division of
Corporation Finance
Comapany NameIceCure Medical Ltd.
Office of Life
Sciences
July 20, 2021 Page 3
cc: David Huberman, Esq.
FirstName LastName