Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our annual report on Form 20-F for the fiscal year ended December 31, 2022 which we filed with the Securities and Exchange Commission, or the SEC, on March 29, 2023, or the Annual Report, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

Unless otherwise indicated, all references to “we,” “us,” “our,” the “Company” and “IceCure” refer to IceCure Medical Ltd. and its wholly owned subsidiaries, IceCure Medical Inc., a Delaware corporation, IceCure Medical HK Limited a Hong Kong corporation and IceCure (Shanghai) MedTech Co., Ltd., a subsidiary of IceCure Medical HK Limited.

Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars.

We report our financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

Overview

We are a commercial stage medical device company focusing on the research, development and marketing of cryoablation systems and technologies based on LN2 for treating tumors. Cryoablation is the process by which benign and malignant tumors are ablated (destroyed) through freezing such tumors while in a patient’s body. Our proprietary cryoablation technology is a minimally invasive alternative to surgical intervention, for tumors, including those found in breast, lungs, kidneys and bones and other indications. Our lead commercial cryoablation product is the ProSense system. 

Components of Operating Results

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2023, included elsewhere in this Report of Foreign Private Issuer on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.

Revenues

Our revenues primarily consist of (i) selling our ProSense system and its disposables and related services; and (ii) revenues from granting the exclusive distribution rights to our products in Japan to Terumo Corporation, which also include providing technical, regulatory and clinical materials and support in obtaining regulatory approvals in Japan.

Cost of Revenues

Our cost of revenues consists primarily of salaries and related personnel expenses, materials for production of our products, subcontractors’ expenses and other related production expenses.

Gross Margin

Gross margin, or gross profit as a percentage of revenue, is affected by a variety of factors which influence our revenues and the cost of goods sold. Revenues are affected mostly by the different selling prices depending on sales channels, territories and the mix of products and currency fluctuation, mainly the U.S. Dollar against the euro and, revenue recognition from granting exclusive distribution rights in Japan. The cost of revenues is affected mostly by the changes in cost of materials and import costs, subcontractors’ costs, cost of personal, and currency fluctuation, mainly the U.S. Dollar against the NIS. Our gross margin is also affected by production volumes and production efficiency.

Operating Expenses

Our current operating expenses consist of three components — research and development expenses, marketing and sales expenses and general and administrative expenses.

Research and Development Expenses

Our research and development expenses consist primarily of salaries and related benefits, subcontractors’ expenses, materials and other related research and development expenses, clinical studies and regulation expenses.

We expect that our research and development expenses will materially increase as we continue to develop our new products, pursue new regulatory indications in the US and other territories, collect updated clinical data, and recruit additional research and development and regulation employees.

Sales and Marketing

Our sales and marketing expenses consist primarily of salaries and related benefits, payments to consultants, costs associated with conventions, travel and other marketing and sales expenses.

We expect that our sales and marketing expenses will materially increase as we continue to enhance our market penetration efforts and recruit additional sales and marketing employees.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related benefits, professional services fees for accounting, legal, directors’ fees, facilities, and associate costs, insurance and other general and administrative expenses. We expect our general and administrative expenses to increase as a result of the expansion of our business.

Financial expense and income

Financial expenses and income consist primarily of exchange rate differences on cash and cash equivalents, deposits and other assets and liabilities which are denominated in NIS and Euros, and interest income from deposits. 

Comparison of the Six Months Ended June 30, 2023 and 2022

Results of Operations

The following table sets forth our results of operations for the periods presented.

Revenues

The following table summarizes our revenues by type for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

The following table summarizes our revenues by geographic region for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

Our revenues for the six months ended June 30, 2023 increased by 9% to $1,647 thousand, compared to $1,512 thousand for the six months ended June 30, 2022. A 32% increase was reported for revenues from sales of systems and disposable probes for the six months ended June 30, 2023, which were $1.37 million compared to $1.03 million for the six months ended June 30, 2022.The increase is attributable to increase in sales to the United States China, and other territories partially offset by a decrease in sales in Europe and Japan. Revenue recognition from the exclusive distribution rights agreement in Japan with Terumo Corporation was $274 thousand compared to $484 thousand for the six months ended June 30, 2022.

Accordingly, our revenues from sales in the United States increased by 41% to $488 thousand for the six months ended June 30, 2023, compared to $346 thousand for the six months ended June 30, 2022. Our revenues in Japan decreased by 37% to $371 thousand for the six months ended June 30, 2023, which was primarily due to a decrease in revenue recognized from our exclusive distribution agreement with Terumo Corporation. For the six months ended June 30, 2023, our revenues from Japan consisted of $97 thousand from sales of products and $274 thousand from our exclusive distribution agreement with Terumo Corporation. For the six months ended June 30, 2022, our revenues from sales of products in Japan were $108 thousand and our revenues from our exclusive distribution agreement with Terumo Corporation were $484 thousand. Following the regulatory approval we received in China for our probes and our distribution agreement with Beijing Turing Medical Technology Co. Ltd. and Shanghai Medtronic Zhikang Medical Devices Co. Ltd., our revenues from sales in China were $232 thousand for the six months ended June 30, 2023, compared to no revenues in China for the six months ended June 30, 2022. Our revenues from sales in Europe decreased by 28% to $366 thousand for the six months ended June 30, 2023, compared to $506 thousand for the six months ended June 30, 2022.

Cost of Revenues and Gross Profit

The following table summarizes our cost of revenues for the periods presented, as well as presenting the gross profit as a percentage of total revenues. The period-to-period comparison of results is not necessarily indicative of results for future periods.

Our cost of revenues for the six months ended June 30, 2023 increased by 29% to $893 thousand, compared to $694 thousand for the six months ended June 30, 2022. Our gross profit for the six months ended June 30, 2023 decreased by 8% to $754 thousand, which is 46% of our revenues for the six months ended June 30, 2023. Our gross profit for the six months ended June 30, 2022 was $818 thousand which is 54% of our revenues for the same period. The decrease in gross profit and gross margin is primarily attributed to the decrease in revenue recognition from our exclusive distribution agreement with Terumo.

Research and development expenses 

The following table summarizes our research and development costs for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

Research and development, or R&D, expenses decreased by approximately 10% to $4,190 thousand during the six months ended June 30, 2023, compared with $4,649 thousand for the six months ended June 30, 2022. The decrease is primarily due to the effect of devaluation of the NIS compared to the USD on NIS denominated expenses and a reduction in development expenses of IceCure’s next-generation single-probe system and a decrease in clinical and regulatory costs.

Sales and marketing expenses

The following table summarizes our sales and marketing costs for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

Selling and marketing expenses for the six months ended June 30, 2023, increased by approximately 47% to $2,253 thousand, compared to $1,533 thousand for the six months ended June 30, 2022. The increase in selling and marketing expenses is mostly due to an increase in the number of sales staff and marketing consulting expenses.

General and administrative expenses

The following table summarizes our general and administrative costs for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

General and administrative expenses decreased by approximately 30% to $2,349 thousand for the six months ended June 30, 2023, compared to $3,342 thousand for the six months ended June 30, 2022. This decrease is primarily due to a decrease in Directors’ and Officers’ insurance costs and the effect of devaluation of the NIS compared to the USD on NIS denominated expenses.

Operating loss

Based on the foregoing, our operating loss decreased to $8,038 thousand for the six months ended June 30, 2023 from $8,706 thousand for the six months ended June 30, 2022. 

Financial expenses (income), net

Financial income, net for the six months ended June 30, 2023 was $381 thousand compared to financial expenses of $262 thousand for the six months ended June 30, 2022. The increase in our net financial income is primarily due to interest on deposits.

Net loss

Net loss for the six months ended June 30, 2023 decreased to $7,657 thousand, by approximately 15%, compared with a net loss of $8,968 thousand for the six months ended June 30, 2022. This decrease is primarily attributable to the decrease in operating expenses and increase in financial income which were partially offset by the decrease in gross profit, as described above.

Liquidity and Capital Resources

Overview

Since our inception through June 30, 2023, we have funded our operations principally from the issuance of ordinary shares, options, convertible securities, loans, revenues from sale of products and grants received from the Israeli Innovation Authority, or IIA. As of June 30, 2023, we had $16,679 thousand in cash and cash equivalents and short-term bank deposits, compared with $23,659 thousand as of December 31, 2022 and $17,725 thousand as of June 30, 2022.

The table below presents our cash flows for the periods indicated.

Operating Activities

Cash flows from operating activities consists primarily of loss adjusted for various non-cash items, including depreciation and amortization and share-based compensation expenses. In addition, cash flows from operating activities are impacted by changes in operating assets and liabilities, which include inventories, accounts receivable, other assets, accounts payable and other current liabilities.

Net cash used in operating activities for the six months ended June 30, 2023 was $6,560 thousand. This net cash used in operating activities primarily reflects a net loss of $7,657 thousand, which was offset by non-cash expenses of $930 thousand and by a net change in operating assets and liabilities of $167 thousand.

The net decrease in changes in operating assets and liabilities for the six months ended June 30, 2023, are attributed mainly to the decrease in prepaid expenses and other receivables and inventories. This net decrease was partially offset by an increase in trade accounts receivable and a decrease in trade accounts payable and other current liabilities.

Net cash used in operating activities for the six months ended June 30, 2022 was $6,845 thousand. This net cash used in operating activities primarily reflects a net loss of $8,968 thousand, which was offset by non-cash expenses of $1,551 thousand and by a net change in operating assets and liabilities of $572 thousand.

 The net decrease in changes in operating assets and liabilities for the six months ended June 30, 2022 are attributed mainly to decrease in prepaid expenses and other receivables, trade accounts receivables, other long-term liabilities and increase in other current liabilities and inventories. This net decrease was partially offset by an increase in inventories and a decrease in other long-term liabilities.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2023, was $13,970 thousand. This net cash used in investing activities is primarily attributable to net investment of $13,648 thousand in bank deposits and $322 was attributed to the purchase of property and equipment.

Net cash used in investing activities for the six months ended June 30, 2022, was $4,770 thousand. This net cash used in investing activities is primarily attributable to an investment of $4,277 thousand in bank deposits and $493 was attributed to the purchase of property and equipment.

Financing Activities

We did not record any cash provided by or used in financing activities for the six months ended June 30, 2023.

Net cash provided by financing activities for six months ended June 30, 2022, was $1 thousand, which was attributed to the exercise of pre-funded warrants.

Financial Arrangements

As of June 30, 2023, our credit arrangements include grants from the IIA.

We have financed our operations primarily through proceeds from the sale of our Ordinary Shares on the Nasdaq Capital Market, public offerings on Tel Aviv Stock Exchange, or the TASE, and the private sale of equity securities and convertible debt. As of July 24, 2023, our Ordinary Shares are no longer listed on TASE and trade exclusively on the Nasdaq Capital Market.

Since 2020, we have funded our operations mainly through a number of public, private and rights offerings, raising an aggregate amount of net proceeds of $52.8 million.

On August 12, 2020, we received an unsecured loan under the United States Small Business Administration, or the SBA, PPP pursuant to the Coronavirus Aid, Relief, and Economic Security Act in the amount of $24,898. The five year SBA-administered PPP loan has an interest rate of 1.0% per annum. According to the terms of the loan, as long as a borrower submits its loan forgiveness application within 10 months of the completion of the covered period of such loan, the borrower is not required to make any payments until the forgiveness amount is remitted to the lender by SBA. If the loan is fully forgiven, the borrower is not responsible for any payments. If only a portion of the loan is forgiven, or if the forgiveness application is denied, any remaining balance due on the loan must be repaid by the borrower on or before the maturity date of the loan. Interest accrues during the time between the disbursement of the loan and SBA remittance of the forgiveness amount. In May 2021, the loan was forgiven.

On January 26, 2021, we entered into a securities purchase agreement, or the January 2021 SPA, with certain investors, or the January 2021 Investors. Pursuant to the January 2021 SPA, we received an aggregate amount of $15 million, against issuance of 11,485,697 Ordinary Shares. The January 2021 Investors were granted a 12-month participation right following the January 2021 Second Closing, in future financings equal to 50% of the subsequent financing, subject to certain conditions. We also undertook to refrain from issuing any Ordinary Shares or Ordinary Shares equivalents from the date of the January 2021 SPA until 60 calendar days from the January 2021 Second Closing, subject to certain exempt issuances. On March 9, 2021, we received $9 million and issued 6,891,418 Ordinary Shares, and on May 9, 2021, we received $6 million and issued 4,594,279 Ordinary Shares.

On December 13, 2021, we raised gross proceeds of $17.0 million through a public offering of 3,892,152 Ordinary Shares, inclusive of 578,325 shares offered pursuant to the underwriters’ over-allotment option, at a public offering price of $3.45 per share before underwriting discounts and commissions, and to certain investors in lieu of ordinary shares, pre-funded warrants to purchase up to an aggregate of 1,034,000 ordinary shares at a price to the public of $3.449 per pre-funded warrant, which represents the per share public offering price for the ordinary shares less the $0.001 per share exercise price for each such pre-funded warrant. After deducting closing costs, underwriting discounts, commissions and fees, our net proceeds from this offering were $16.0 million.

On December 23, 2022, we announced the closing of a “best efforts” public offering of 8,787,880 Ordinary Shares at a public offering price of $1.65 per share. After deducting placement agent fees, commissions and other offering expenses, our net proceeds from this offering were $13.6 million. Several of our long-term institutional shareholders, including Epoch, participated in the transaction on the same terms as other investors.

In addition, since our inception, we received an aggregate of $2.6 million (including accumulated interest) from the IIA.

Current Outlook

We have financed our operations to date primarily through proceeds from sales of our Ordinary Shares and convertible securities, sales of our products and grants from the IIA. We have incurred losses and generated negative cash flows from operations since our inception in 2006. Since 2012, we have generated revenues from the sale of our products and revenues from granting exclusive distribution rights to our products in Japan, Singapore, and Thailand to Terumo Corporation, which also include providing technical, regulatory, and clinical materials and support in obtaining regulatory approvals. However, in February 2023, Terumo notified us that they would cease their distribution activities in Singapore with effect from March 31, 2023.

We expect to generate revenues from the sale of our products and other revenues in the future. However, we do not expect these revenues to support all of our operations in the near future. We expect our expenses to increase in connection with our ongoing activities, particularly as we continue the development of our MultiSense system and continue our commercialization efforts. Furthermore, we expect to incur additional costs associated with operating as a public company listed on Nasdaq. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. 

During the six months ending June 30, 2023, our cash and cash equivalents and short-term deposits were $16,679 thousand, and we had a working capital of $16,578 thousand and an accumulated deficit of $83,066 thousand. We expect that our existing cash and cash equivalents will be sufficient for at least the next 12 months of operation; however, we expect that we will require substantial additional capital to continue the development of, and to commercialize our products. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

Until we can generate significant recurring revenues and profit, we expect to satisfy our future cash needs through debt or equity financings. We cannot be certain that additional funding will be available to us when needed, on acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of, or eliminate research or development plans, and/or commercialization efforts and/or regulatory efforts with respect to our products in different territories.

Critical Accounting Policies and Estimates

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting policies is included in “Critical Accounting Policies and Estimates” under “Operating and Financial Review and Prospects” section in our Annual Report, as well as our unaudited interim condensed consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2023, included elsewhere in this Report of Foreign Private Issuer on Form 6-K.

We prepare our financial statements in accordance with U.S. GAAP. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.

Use of estimates in the preparation of financial statements

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. Actual results could differ from those estimates.

Share-based compensation

We measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include options, performance-based awards, share appreciation rights, and employee share purchase plans. We amortize such compensation amounts, if any, over the respective service periods of the award. We use the Black-Scholes-Merton option pricing model, or the Black-Scholes Model, an acceptable model in accordance with ASC 718, Compensation-Stock Compensation, to value options. Option valuation models require the input of assumptions, including the expected life of the stock-based awards, the estimated stock price volatility, the risk-free interest rate, and the expected dividend yield. The risk-free interest rate assumption is based upon the yield from Israel Treasury zero-coupon bonds with an equivalent term. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the term of the award. Our calculation of estimated volatility is based on historical stock prices over a period equal to the expected term of the awards. The average expected life of options was based on the contractual terms of the stock option using the simplified method. We utilize a dividend yield of zero based on the fact that we have never paid cash dividends and have no current intention to pay cash dividends. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. We recognize the compensation expense for share-based compensation granted based on the grant date fair value estimated in accordance with ASC 718. We generally recognize the compensation expense over the employee’s requisite service period. We account for forfeitures when they occur. 

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