InterCure : Other Report or Announcement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF AUGUST 2023

COMMISSION FILE NUMBER 001-40614

INTERCURE LTD.

(Translation of registrant's name into English)

85 Medinat ha-Yehudim Street Herzliya, 4676670, Israel Tel: [phone]

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F☒ Form 40-F☐

On August 31, 2023, Intercure Ltd. (the "Company") issued a press release announcing its financial results for the six months ended June 30,

2023. Attached hereto are the following exhibits:

99.1: Press Release dated August 31, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Intercure Ltd.

By: /s/ Amos Cohen

Name: Amos Cohen

Title: Chief Executive Officer

Date: August 31, 2023

Exhibit 99.1

InterCure Announces Record Revenues First Half of 2023 with over 14% growth YOY

Achieved record revenues of NIS 209 million ($75 million)1 for the first half of 2023

Annualized revenue run rate of NIS 417 million ($149 million)

Adjusted EBITDA2 of NIS 30 million ($11 million)

Generated NIS 35 million ($13 million) cash from operations in the second quarter

Strong balance sheet with over NIS 116 million ($42 million) cash

and financial assets3 of NIS 71 million ($25 million)

NEW YORK, and HERZLIYA, Israel - Aug 31, 2023 - InterCure Ltd. (NASDAQ: INCR) (TASE: INCR) (dba Canndoc)("InterCure" or the "Company") is pleased to announce its financial and operating results for the six months ended June 30, 2023. All amounts are expressed in New Israeli Shekels (NIS) or Canadian dollars ($), unless otherwise noted.

Second Quarter and First Half 2023 Key Financial Highlights

• Record revenue of NIS 209 million ($75 million) for first half of 2023 and NIS 102 ($36 million) for the second quarter of 2023, representing YOY growth of over 14% and 8% respectively.
• Seventh consecutive half year growth representing an Annualized revenue run rate of NIS 417 million ($149 million).
• Gross profit of NIS 68 million ($24 million), 33% of revenue, for first half of 2023 and NIS 33 million ($12 million), 32% of revenue for the second quarter.
• EBITDA2 of NIS 30 million ($11 million) for first half of 2023, representing 14% of revenue and NIS 14 million ($5 million) for the second quarter.
• Generated positive NIS 35 million ($13 million) cash from operations in the second quarter and a negative NIS 17 million ($6 million) for the first half.
• Cash and restricted cash at period end of over NIS 116 million ($42 million) and financial assets3 of NIS 71 million ($25 million). As the interest rate environment is changing, we are constantly revising our financing structure. During the first half of 2023 we voluntarily repaid loans of NIS 86 million ($31 million).

Second Quarter and First Half 2023 Key Operating Highlights

• Sustained market share growth during first half of 2023 due to solid demand for Canndoc's branded products with more than 20 new SKU's successful launches during the period marking Intercure's leading position in all categories.
• The cultivation operation successfully added 18 new highly demanded strains into its growth cycles. Including new high THC Humbolt cultivars. These are expected to launch during the third and fourth quarters.

1. All amounts are expressed in New Israeli Shekels (NIS) or Canadian Dollar ($).
2. Means EBITDA for the cannabis sector adjusted for changes in the fair value of inventory, share-based payment expense, impairment losses (and gains) on financial assets, non-controlling interest and other expenses (or income).
3. Financial assets are mainly debts and loans included in other receivables.

• Signing collaboration agreement (in the form of a license agreement) with legendary boxer, entrepreneur, and cannabis advocate Mike Tyson's premium cannabis brand. Under the terms of the agreement, InterCure will be granted the right on exclusive basis to cultivate, manufacture, sell, market and distribute all approved products and brands of TYSON 2.0 In Israel, Germany, France Australia and the United Kingdom. InterCure will also have the right to use the name, the marks and the TYSON 2.0 intellectual property in the said territories.
• Announced a voluntary delisting of our ordinary shares from the Toronto Stock Exchange, due to the fact that maintaining the listing did not offer substantial benefits to InterCure and its shareholders. InterCure's shares continue to be trade on Nasdaq and the Tel Aviv Stock Exchange.
• on August 7, 2023 the minister of health announced a new reform of the Israeli medical cannabis regulations. The new regulations are set to revolutionize the process of prescribing medical cannabis to patients by allowing physicians to prescribe medical cannabis as the first line of treatment (for the first time). In addition, the new regulations will eliminate bottlenecks that have been burdened the industry during the last years. This includes easing cultivation, manufacturing and exportation procedures and regulations. Additionally matching the GMP standards between Israel and Europe and transition to self-regulation similar to the Israeli pharmaceutical industry. The new reform also set a process for the introduction of new formats like vapes, edibles, extracts and other non-flower formats. Furthermore, the reform set a date of February 2024 to reschedule CBD out of the narcotic law which will allow CBD based products to be sold over the counter.
• The new reform is expected to put into effect within the next coming months and it is expected to increase the number of patients and the demand for medical cannabis products after a long period of stagnation in the Israeli market. As we updated in the previous quarter, financially struggling companies and companies exiting the market continue to liquidize low-to-medium quality inventories at lower prices. This had an impact primarily on our ultra-medical and legacy products.
• On June 15, 2023, Tel Aviv-Jaffa District Court dismissed the lawsuit against Intercure and the parties agreed on a binding arbitration process in which the amount owed to Intercure and the parties will be determined and paid as part of a full separation process. According to the company's position, Cannolam owes Intercure tens of NIS millions (which are not included in the financial assets mentioned) and Intercure's claim has been submitted to an arbitrator who is expected to rule within the next month. The separation process has a negative effect on the performance of Cannolam that could not be evaluated at this time, Intercure intends to exhaust its full rights against the minority shareholders of Cannolam. Previously, on April 24, 2023, a lawsuit was filed against Intercure in Tel Aviv-Jaffa District Court in Israel by minority shareholders of our subsidiary, Cannolam. The lawsuit relates to disagreements concerning the ongoing management of Cannolam. Intercure has conducted a preliminary review of the claims made by the minority shareholders and find that they lack a valid legal basis.
• Commercial launches of our GMP products in UK and Germany expected during the fourth quarter of 2023 and the first quarter of 2024 as registration process are undergoing.
  "First half of 2023 is another solid performance for Inercure, with year-over-year revenue growing 14% to $ million and adjusted EBITDA margin of 14%. I am proud of our team ability to execute despite some challenging market conditions when big players are exiting the space." said InterCure CEO Alexander Rabinovitch. In the second quarter we generated $31 million in operating cash flow and ended the quarter with $42 million of cash and $25 of financial assets on our balance sheet. We continue to optimize our operations for continued growth supported by our leading position. We are encouraged from the new regulations in Israel and Germany as pharmaceutical cannabis becoming a world standard across Europe and many other territories. We are also keeping an open eye on the U.S. Department of Health and Human Services scientific and medical evaluation, supporting cannabis to be classified as a Schedule III drug by the DEA and the opportunities it may generate to Intercure."