InterCure Ltd. (NASDAQ:INCR) revealed on Friday that it will acquire Botanico Ltd., known as ISHI, in a move designed to strengthen its global cannabis portfolio and deliver entry into premium American cultivation technology and brand partnerships. The announcement arrives as the Trump administration signaled it is weighing the rescheduling of cannabis from Schedule I to Schedule III, a potential turning point that could reshape the industry for international operators such as InterCure. Through the acqui ...

Core Insights - InterCure Ltd. has announced the strategic acquisition of Botanico Ltd. (ISHI), enhancing its access to advanced cultivation technologies and premium American cannabis brands [1][4] - The acquisition aligns with the potential rescheduling of cannabis by the Trump administration, which could create significant opportunities for international cannabis operators like InterCure [1][4] Company Overview - InterCure is recognized as the leading and fastest-growing cannabis company outside North America, with a focus on pharmaceutical-grade medical cannabis products [7] - The company operates under the brand Canndoc and is Israel's largest licensed cannabis producer, leveraging a high-margin vertically integrated model [7] Acquisition Details - The acquisition involves a two-phase structure, with 50% of ISHI's equity acquired initially for 2,467,055 InterCure ordinary shares, and the remaining 50% contingent on ISHI achieving positive operating profitability or within 24 months [5] - The total consideration for the acquisition amounts to 4,924,261 ordinary shares, representing approximately 10% of InterCure's outstanding shares on a fully diluted basis [5] Strategic Partnerships - ISHI has established exclusive partnerships with top-tier U.S. cannabis brands, including The Flowery, which operates significant cultivation and retail facilities in Florida and New York [2] - The acquisition provides InterCure with immediate access to award-winning cannabis genetics and advanced operational technologies, enhancing its competitive position in the global medical cannabis market [2][4] Management and Operational Integration - The founders of ISHI will join InterCure's leadership team, ensuring a smooth transition and integration of operations [5][6] - The operational integration will allow for immediate access to ISHI's product supply and technology platform, supporting InterCure's expansion into international markets [5]

Core Insights - InterCure has announced the strategic acquisition of Botanico Ltd. (ISHI), enhancing its access to advanced cultivation technologies and premium American cannabis brands, coinciding with potential regulatory changes in the U.S. cannabis market [1][4] - The acquisition is expected to provide InterCure with immediate access to award-winning cannabis genetics and operational technologies, positioning the company to capitalize on evolving regulatory frameworks favoring compliant operators [2][4] Company Overview - InterCure Ltd. (dba Canndoc) is recognized as the leading and fastest-growing cannabis company outside North America, with a focus on pharmaceutical-grade medical cannabis products and a vertically integrated "seed-to-sale" model [7] Acquisition Details - The acquisition of ISHI involves a two-phase structure, with 50% of equity acquired initially for 2,467,055 InterCure ordinary shares, and the remaining 50% contingent on ISHI achieving positive operating profitability or within 24 months [5] - The total consideration for the acquisition amounts to 4,924,261 ordinary shares, representing approximately 10% of InterCure's outstanding shares on a fully diluted basis [5] Strategic Partnerships - ISHI has established exclusive partnerships with top-tier U.S. cannabis brands, including The Flowery, which operates significant cultivation and retail facilities in Florida and New York [2][6] - The acquisition is expected to enhance InterCure's supply chain and distribution operations, supporting its expansion into international markets where pharmaceutical-grade standards are becoming the benchmark [5][6] Regulatory Context - The acquisition aligns with the reported momentum in the U.S. regarding potential cannabis rescheduling, which could unlock significant opportunities for international cannabis companies like InterCure [1][4]

Exhibit 99.1 InterCure Announces FY2024 Results and Provides Q1 2025 Update: Revenue of NIS 239 Million and Adjusted EBITDA of NIS 24 Million, Strong Start to 2025 Q1 2025 Update "Adjusted EBITDA" means EBITDA for cannabis sector adjusted for changes in the fair value of inventory, share-based payment expense, impairment losses (and gains) on financial assets, and other expenses (or income); "EBITDA" means net income (loss) before interest, taxes, depreciation and amortization. Including NIS 2 million in re ...

Core Viewpoint - InterCure Ltd. demonstrated resilience in 2024 despite significant challenges, including the impact of the October 7th attack and ongoing conflict in Gaza, achieving revenues of NIS 239 million and positive Adjusted EBITDA of NIS 24 million, while focusing on growth and recovery efforts [4][6]. Financial Performance - Revenues for the year ended December 31, 2024, were NIS 239 million, a decrease from NIS 355.6 million in 2023 [7]. - Adjusted EBITDA for 2024 was NIS 24 million, approximately 10% of revenues, compared to NIS 60.9 million in 2023 [7]. - The company ended 2024 with cash on hand of NIS 80 million [6]. Operational Highlights - InterCure's southern facility was damaged due to the October 7, 2023, attack, but the company is entitled to full compensation from Israeli authorities, having received NIS 62 million in partial payments [6]. - The company expects to continue double-digit growth throughout 2025, with a strong start to Q1 2025 projected at over NIS 70 million in revenues [6]. - InterCure is expanding its strategic partnership with Cookies™ into Germany, with product launches expected soon [6]. Market Position and Strategy - InterCure is recognized as the leading cannabis company outside North America, leveraging a vertically integrated "seed-to-sale" model [8]. - The company is enhancing its product offerings through strategic agreements and expanding its dedicated medical cannabis pharmacy chain to 25 active locations [6][8]. - The company plans to restore and expand the Nir Oz facility in collaboration with local authorities, aiming to meet global demand for its products [6].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________to _____________ OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTIO ...

Core Viewpoint - InterCure Ltd. announces the resignation of Mr. Ehud Barak as Chairman of the Board, effective February 13, 2025, with Mr. Alexander Rabinovich succeeding him as Chairman [1][2] Group 1: Leadership Changes - Mr. Ehud Barak, marking his 83rd birthday, steps down after six years of service, pursuing personal endeavors [2] - Mr. Alexander Rabinovich, who has been CEO for the past five years, will take over as Chairman, having led the company to significant profitable growth and strategic partnerships [1][5] Group 2: Financial Developments - InterCure completed a financing round securing NIS 66 million (approximately $18.2 million) to support the recovery of the Nir Oz Facility, with potential proceeds increasing to NIS 107 million (approximately $29.8 million) if warrants are fully exercised [3] - Key shareholders, including the CEO and lead investors, participated in the financing, which also included a loan agreement from a leading Israeli bank [3] Group 3: Recovery and Growth Strategy - The company is executing a war recovery plan to restore the Nir Oz facility, re-launch products, and rebuild its pharmaceutical cannabis portfolio [4] - InterCure aims to complete rehabilitation of the Nir Oz facility and secure compensation for war-related damages, which is essential for returning to profitable growth [5] - The company is focused on expanding international operations in Germany, the UK, and Australia, leveraging its successful financing round to reinforce its market position [5][7]

The funding may increase to NIS 107M to support the expansion of the facility in collaboration with the "Tkumah" administration, post-war. The funding includes investments from key shareholders of the company, including CEO Alexander Rabinovich, as well as lead investors Yaron Yakobi and Tzahi Hagag who will become significant shareholders. Funding also includes a loan from a major Israeli bank. Completing the post-war damage recovery processes will enable the company to return to profitable growth withou ...

Core Insights - InterCure Ltd. has demonstrated resilience in H1 2024, reporting revenues of 126 million NIS ($33.97 million), exceeding the estimated 121 million NIS [1] - The company is still below pre-October 2023 revenue levels of 414 million NIS due to disruptions at its southern Israeli facility occupied by the IDF [2] - InterCure's EBITDA for H1 2024 was reported at 17.6 million NIS, significantly higher than the 5 million NIS estimate, aided by government compensation for damages [4] Financial Performance - Cash reserves have decreased from 111 million NIS in December 2023 to 21 million NIS by the end of June 2024 [5] - Net debt increased from 60 million NIS to 112 million NIS during the same period, although the company has access to an unused credit line of over 22 million NIS [5] Future Outlook - InterCure is guiding for double-digit sales growth in H2 2024, with expected revenues around 140 million NIS, revised down from previous estimates of 180 million NIS [6] - The company plans to launch over 30 new GMP SKUs in collaboration with brands such as Cookies, Binske, and Organigram OGI, with Cookies products expected to be introduced in Germany by Q4 2024 [6] Stock Performance and Valuation - The stock price has declined from a peak of $3.12 in May 2024 to $1.97, yet the valuation remains attractive, trading at 1x sales and 8x EBITDA for CY25 [7] - InterCure's enterprise value is estimated at $132 million, comprising $96 million in market capitalization and $36 million in net debt [7]

Core Insights - InterCure reported revenues of NIS 126 million and an Adjusted EBITDA of NIS 21 million for the first half of 2024, representing approximately 17% of revenues, despite challenges from the October 7 terrorist attack and the ongoing war in Gaza [1][3][4] - The company has achieved profitability for 17 consecutive quarters, with both Q1 and Q2 of 2024 showing positive EBITDAs and operational profits [1][3][4] - InterCure is entitled to full compensation from Israeli authorities for damages to its Southern Facility and has received tens of millions of NIS in advance payments [1][3][4] Financial Performance - Revenue for the first half of 2024 was NIS 126 million, down from NIS 147 million in the second half of 2023, which was only partially affected by the recent conflicts [3][5] - The operating profit for the first half of 2024 was NIS 11 million, with a gross profit of NIS 40.4 million, resulting in a gross profit margin of 32% [3][5] - The company expects double-digit growth in the second half of 2024 compared to the first half, driven by product launches in Germany and the UK [1][3][4] Strategic Developments - InterCure announced an expansion of its strategic partnership with Cookies™ into the German market, with plans to launch Cookies products in Q4 2024 [1][3][4] - The company is expanding its medical cannabis pharmacy chain to a total of 24 active locations and plans to introduce over 30 new GMP SKUs in the second half of 2024 [3][4] - The restoration of the Southern Facility is ongoing, supported by advance payments from Israeli authorities, and is expected to return to full capacity in the coming quarters [1][3][4] Market Position - InterCure is recognized as the leading and fastest-growing cannabis company outside North America, leveraging a vertically integrated "seed-to-sale" model [6] - The company holds 100% of Cannolam LTD and the full rights to Cookies™ international agreements, enhancing its product offerings [3][4] - The CEO emphasized the company's commitment to providing high-quality, pharma-grade cannabis and creating shareholder value, particularly in the growing German market [4]