InterCure Acquires Technology, Brands Company ISHI

*NEW YORK and HERZLIYA, Israel* — InterCure Ltd. acquired Botanico Ltd.,
also known as ISHI, a medical cannabis technology and brand company that
delivers cultivation technologies and established partnerships with
American cannabis operators. The acquisition comes as the U.S. cannabis
market stands at a historic potential inflection point, with the Trump
administration reportedly exploring the rescheduling of cannabis from
Schedule I to Schedule III – a transformative regulatory shift that could
unlock opportunities for international cannabis companies.
Key Transaction Details

- *Transaction Structure:* Two-phase acquisition of 100% of ISHI
(Botanico Ltd.) 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 (i) ISHI achieving positive operating
profitability for at least three consecutive months or (ii) 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 transaction remains subject to customary closing conditions and
regulatory approvals.