Intercure Ltd. — Regulatory Filings 2024

May 1, 2024

NT 20-F 1 formnt20-f.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

| (Check
one): |
| --- |
| ☐
Form N-CSR |

For Period Ended: December 31, 2023

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:_________

| Read
Instruction (on back page) Before Preparing Form. Please Print or Type. |
| --- |
| Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

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PART I — REGISTRANT INFORMATION

Intercure Ltd.

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Full Name of Registrant

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Former Name if Applicable

85 Medinat ha-Yehudim Street

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Address of Principal Executive Office (Street and Number)

Herzliya, 4676670, Israel

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City, State and Zip Code

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PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

| | (a) | The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| --- | --- | --- |
| ☒ | (b) | The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
| | (c) | The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |

SEC 1344 (06-19) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The compilation, dissemination and review of the information required to be presented in the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023 (the “ Annual Report ”), including, without limitation, the financial statements to be included therein, could not be completed and filed by the Registrant by the cutoff time necessary to receive an April 30, 2024 filing date, the prescribed due date. The reason for the filing delay was financial printer processing delays. The Registrant is filing its Annual Report on May 1, 2024, concurrently with this Form 12b-25.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

| Amos
Cohen | +972 | 58-666-8686 |
| --- | --- | --- |
| (Name) | (Area
Code) | (Telephone
Number) |

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☐ No ☒

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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Intercure Ltd.

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(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

| Date:
May 1, 2024 | /s/
Amos Cohen |
| --- | --- |
| Name: | Amos
Cohen |
| (Title) | Chief
Financial Officer |

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