InterCure announces acquisition of ISHI for 4.92M ordinary shares

InterCure (INCR) announced the strategic acquisition of Botanico, also known as ISHI, a premium medical cannabis technology and brand company that delivers immediate access to advanced cultivation technologies and established partnerships with leading American cannabis operators. ISHI brings an exclusive partnership with a top tier indoor facility, sophisticated AI-driven cultivation optimization systems, automated production capabilities, and exclusive partnerships with premium U.S. cannabis brands, including established operators like The Flowery, a leading vertically integrated medical cannabis company. The Flowery operates state-of-the-art cultivation and GMP manufacturing facilities alongside the largest delivery system in Florida’s medical market. The Flowery also operates the largest retail chain in NY state and has roadmap to continue its aggressive growth in other U.S. markets. Through these partnerships, ISHI has developed exclusive access to highly sought-after American genetics, cult brands and proven cultivation methodologies that have established loyal consumer followings across multiple U.S. markets. The acquisition provides InterCure with immediate access to these award-winning genetics consistently setting U.S. quality standards, advanced operational technologies, and creates substantial competitive advantages as the global medical cannabis market increasingly demands pharmaceutical-grade standards and regulatory frameworks evolve to favor established, compliant operators with proven international capabilities. Transaction Structure: Two-phase acquisition of 100% of ISHI with 50% of the equity acquired at the initial closing in consideration for 2,467,055 InterCure ordinary shares. The remaining 50% will be acquired upon the earlier of ISHI achieving positive operating profitability for at least three consecutive months or 24 months from the initial closing, in consideration for an additional 2,457,206 InterCure ordinary shares. Total Consideration: 4,924,261 ordinary shares of InterCure, representing approximately 10% of InterCure’s outstanding shares on a fully diluted basis Management Integration: ISHI founders Omer Layani, CEO, and Dor Hershkovitz, COO, join InterCure leadership team Employee Transition: All existing ISHI stock options convert to InterCure options, maintaining original vesting schedules Expected Closing: Q1 2026, subject to regulatory approvals from The Israeli Medical Cannabis Agency, The Israel Securities Authority, and The Tel Aviv Stock Exchange Operational Integration: Immediate transfer of exclusive brand partnerships and technology platform upon closing. The acquisition delivers immediate access to ISHI’s premium indoor product supply, brand portfolio, technology, and operational systems that will enhance InterCure’s supply chain and distribution operations while supporting expansion into international markets where pharmaceutical-grade standards are becoming the global benchmark.