[PRESS RELEASE] – NEW YORK & HERZLIYA, Israel, Sept. 19, 2025 – InterCure Ltd. announced the strategic acquisition of Botanico Ltd., 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.
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 III1—a transformative regulatory shift that could unlock unprecedented opportunities for international cannabis companies such as InterCure.
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 New York and has a 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.
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 (chief operating officer) 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.
"This acquisition represents a significant milestone in our global expansion strategy," InterCure CEO Alexander Rabinovich said. "By acquiring ISHI, we gain immediate access to some of America's most sought-after cannabis genetics and proven operational technologies at exactly the moment when we are encouraged by the reported recent momentum in the U.S. around potential cannabis rescheduling. This acquisition also represents an additional growth engine for InterCure, and we expect it to become accretive to our business model already within the first year. Today, InterCure is uniquely positioned to capitalize on this historic potential regulatory shift and deliver substantial value to our shareholders."
"Joining InterCure represents the culmination of years building relationships with America's finest cannabis brands," ISHI CEO Omer Layani said. "InterCure's global platform and pharmaceutical-grade standards provide the perfect vehicle to scale these partnerships internationally as regulatory tailwinds create unprecedented opportunities for strategic partnerships between U.S. and international operators."
Elad Kohen, founder and CEO of The Flowery, said, “At The Flowery, our mission is to deliver the highest expressions of cannabis quality while creating cultural experiences that reflect and elevate the community that built us. Achieving this requires partners who share our uncompromising standards for the plant and embrace a humble, forward-thinking approach. We’ve worked alongside ISHI for years on this project and found deep alignment on the principles that matter most. Today’s announcement strengthens that partnership with greater access and resources, empowering us to expand into new markets the right way-and continue growing our community.”
The transaction remains subject to customary closing conditions and regulatory approvals.
