IM Cannabis Announces Closing of the Sale of IMC Holdings and Its European-Focused Operations, Strengthens Balance Sheet

The completed sale leaves IM Cannabis focused on its retained Israeli operations, with no company shares issued as consideration.

Rhea-AI Summary

IM Cannabis (IMCC) completed its sale of IMC Holdings to Slil, with a previously paid C$3 million forming part of the consideration. IM Cannabis retained its Israeli operations through a pre-closing reorganization. IMC Holdings held interests in Adjupharm, Xinteza API and Shiran, and its remaining liabilities continue as its obligations under Slil's ownership. Those liabilities were capped at C$9.4 million under the agreement, subject to mutual adjustment; the cap excludes the subsidiaries' direct liabilities.

Based on unaudited pro forma analysis, IM Cannabis expects an approximately C$3 million improvement in shareholders' equity, although the actual accounting impact may differ. It also expects improved working capital and reduced consolidated liabilities associated with IMC Holdings. Slil is controlled by CEO Oren Shuster. Citing serious financial difficulty, the company used exemptions from formal valuation and minority approval requirements.

5 points · 2 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointIMC Holdings sale closed, with its remaining liabilities continuing as obligations of the business Slil acquired.
• Major point. Forward-looking: it has not happened yet and may not happen.Shareholders' equity is expected to improve by approximately C$3 million, based on unaudited pro forma analysis.
• Minor pointC$3 million advance payment previously received from Slil formed part of the sale consideration.
• Minor point. Forward-looking: it has not happened yet and may not happen.Working capital is expected to improve, while consolidated liabilities associated with IMC Holdings are expected to decline.
• Minor pointNo IM Cannabis securities were issued or exchanged as sale consideration.

Negative

• Moderate pointSerious financial difficulty was among the company's stated grounds for using financial-hardship exemptions.
• Moderate pointSlil is controlled by IM Cannabis CEO Oren Shuster, making the sale a related-party transaction.
• Moderate pointC$9.4 million liability cap was subject to mutual adjustment and excluded the subsidiaries' direct liabilities.
• Minor pointFormal valuation and minority approval requirements were waived under financial-hardship exemptions.

News Explained

No securities of IM Cannabis or IMC Holdings were issued or exchanged as consideration, so the sale's consideration did not create new shares in either company.

Argus 15 min delay 19 alerts

-3.23% vs previous close $2.40 last price 835.0x rel. volume Open Argus

Details

Market move: IMCC -3.23% vs previous close. IMC Holdings sale closing

+19.2% Peak in 0 min

$2.27 – $3.10 Day Range

$1.45M Market Cap

On Sep 29, the day this news came out, the latest delayed price for IMCC is 3.23% below the previous close. Argus tracked a peak move of +19.2% during the session. Our momentum scanner has recorded 19 alerts for this stock so far that day. The latest delayed price is $2.40. Relative volume is exceptionally heavy at 835.0x the average.

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Key Figures

Expected shareholders' equity improvement: Approximately C$3 million Advance payment: C$3,000,000 Retained liabilities cap: C$9,400,000

Expected shareholders' equity improvement

Approximately C$3 million

Management's current unaudited pro forma analysis of the transaction

Advance payment

C$3,000,000

Previously paid by Slil and acknowledged as part of the transaction consideration

Retained liabilities cap

C$9,400,000

Aggregate liabilities remaining in IMC Holdings, subject to adjustment by mutual agreement; excludes Target Subsidiary liabilities

Key Terms

related party transaction, formal valuation

2 terms

related party transaction regulatory

"The Transaction constituted a "related party transaction""

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

formal valuation regulatory

"did not constitute a "formal valuation" within the meaning of MI 61-101"

A formal valuation is a documented, expert estimate of what a company or asset is worth, prepared using accepted methods and evidence and often performed by an independent specialist. Investors care because it provides a reliable price benchmark for buying, selling, lending, reporting or tax purposes—think of it like a professional home appraisal that helps buyers, sellers and lenders agree on a fair value and reduce surprises.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Transaction Expected to Result in an Improvement of Approximately C$3 Million in Shareholders' Equity

VANCOUVER, BC and GLIL YAM, Israel, Sept. 29, 2026 /PRNewswire/ -- IM Cannabis Corp. (the "Company") (NASDAQ: IMCC), today announced that, further to its press releases dated June 18, 2026 and August 17, 2026, it has completed the previously announced transaction contemplated by the definitive share purchase agreement dated August 16, 2026 (the "Share Purchase Agreement") among the Company, Slil.com Holding Ltd. ("Slil") and I.M.C. Holdings Ltd. ("IMC Holdings"), pursuant to which the Company sold to Slil all of the issued and outstanding shares of IMC Holdings (the "Transaction"). The Transaction closed on September 29, 2026 following satisfaction or waiver, as applicable, of the conditions to closing under the Share Purchase Agreement.

Prior to closing, IMC Holdings completed a pre-closing reorganization pursuant to which the Company's Israeli operations were transferred out of IMC Holdings and retained by the Company. Following completion of the pre-closing reorganization, IMC Holdings held, as its only material assets, its direct or indirect equity interests in Adjupharm GmbH, Xinteza API Ltd. and Shiran Societe Anonyme (together, the "Target Subsidiaries"), together with certain liabilities that remained in IMC Holdings immediately prior to closing and continued to be obligations of IMC Holdings following Slil's acquisition of IMC Holdings (the "Retained Liabilities").

The Company expects the Transaction to improve its shareholders' equity and working capital, reduce the liabilities reflected in the Company's consolidated financial position that are associated with IMC Holdings, and streamline the Company's corporate structure. Following completion of the Transaction, the Company intends to focus its resources on its retained Israeli medical cannabis operations while continuing to evaluate additional opportunities. Based on management's current unaudited pro forma analysis, the Company expects the Transaction to result in an improvement of approximately C$3 million in shareholders' equity. The actual accounting impact of the Transaction may differ from this estimate and will be reflected in the Company's financial statements for the applicable reporting period.

The consideration for the Transaction consisted of a C$3,000,000 advance payment previously made by Slil to the Company, receipt of which is acknowledged in the Share Purchase Agreement, together with Slil's acquisition of IMC Holdings with the Retained Liabilities remaining in IMC Holdings. Under the Share Purchase Agreement, the aggregate Retained Liabilities of IMC Holdings were not to exceed C$9,400,000, subject to adjustment by mutual agreement of the parties. This amount excludes direct liabilities of the Target Subsidiaries, to which the C$9,400,000 cap does not apply. No securities of the Company or IMC Holdings were issued or exchanged as consideration in connection with the Transaction.

In connection with the Transaction, the board of directors of the Company (the "Board") established a special committee comprised solely of independent directors (the "Special Committee") to review, consider and evaluate the Transaction. The Special Committee reviewed the terms of the Transaction and recommended that the Board approve the Transaction. Oren Shuster declared his interest in the Transaction and did not participate in or vote on its approval. In addition, Beta Finance T.Y.S Ltd., an arm's-length financial consulting firm engaged by the Board, provided a financial analysis to assist the Special Committee and the Board in evaluating the Transaction.

Related Party Transaction and MI 61-101

The Transaction constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") because Slil is beneficially owned and controlled by Oren Shuster, the Company's Chief Executive Officer, a director, securityholder and debtholder.

In connection with the Transaction, the Company relied on the financial hardship exemptions from the formal valuation requirement and minority approval requirement under sections 5.5(g) and 5.7(1)(e) of MI 61-101, respectively. The Company relied on these exemptions on the basis that, among other things: (i) the Company was in serious financial difficulty; (ii) the Transaction was designed to improve the financial position of the Company; (iii) the circumstances described in section 5.5(f) of MI 61-101 were not applicable; (iv) the Board, acting in good faith, and at least two-thirds of the Company's independent directors, acting in good faith, determined that paragraphs (i) and (ii) applied and that the terms of the Transaction were reasonable in the circumstances of the Company; and (v) there was no requirement, corporate or otherwise, to hold a meeting to obtain approval of the holders of any class of affected securities. Although the Company relied on the financial hardship exemption from the formal valuation requirement under MI 61-101, the financial analysis provided by Beta Finance T.Y.S Ltd did not constitute a "formal valuation" within the meaning of MI 61-101. Further details regarding the completion of the Transaction will be provided in a material change report to be filed by the Company in accordance with applicable securities laws.

About IM Cannabis Corp.

IM Cannabis Corp. (NASDAQ: IMCC) is an international company operating a medical cannabis platform serving patients in Israel.

The Company's ecosystem operates in Israel through its subsidiaries, which import and distribute cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies and online platforms in Israel that enable the safe delivery and quality control of IMCC's products throughout the value chain.

Disclaimer for Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements under applicable Canadian and United States securities laws (collectively, "forward-looking statements"). Forward-looking statements are often, but not always, identified by words such as "may", "will", "could", "would", "should", "expect", "intend", "anticipate", "believe", "plan", "estimate", "likely", "potential", "proposed" and similar expressions, or statements that events, conditions or results "may", "will", "could", "would" or "should" occur or be achieved.

Forward-looking statements in this press release include, without limitation, statements concerning the anticipated effect of the Transaction on the Company's shareholders' equity, working capital, consolidated liabilities, corporate structure and financial condition; the Company's intended focus on its retained Israeli medical cannabis operations; the Company's evaluation of additional opportunities; the anticipated accounting treatment and financial impact of the Transaction; and the realization of the expected financial and operational benefits of the Transaction.

Forward-looking statements are based on a number of assumptions, including that the Company's preliminary and unaudited estimates regarding the accounting and financial impact of the Transaction are materially accurate; that the accounting treatment of the Transaction will be consistent with management's current expectations; that the Company will realize the expected benefits of the Transaction; that no unanticipated liabilities, indemnification obligations, tax liabilities or post-closing claims will materially reduce those anticipated benefits; and that the Company will be able to operate and finance its retained Israeli business substantially as currently contemplated.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation: the risk that the anticipated improvement in shareholders' equity, working capital, consolidated liabilities, corporate structure or financial condition is not realized or is less than expected; the risk that the accounting treatment or financial impact of the Transaction differs from management's current expectations; the risk of purchase-price adjustments, post-closing claims, indemnification obligations, tax liabilities or disputes arising from the Transaction or the pre-closing reorganization; the risk that liabilities associated with IMC Holdings or the Target Subsidiaries differ from the amounts currently expected; the risk that the retained Israeli operations do not perform as expected; risks relating to the Company's liquidity position, going concern disclosure, debt obligations and ability to raise additional capital; the risk that the Company is unable to maintain or regain compliance with the continued listing requirements of Nasdaq Stock Market LLC; risks relating to regulatory changes, licensing, supply-chain constraints, competition, product liability and reliance on key personnel; war, conflict and civil unrest in Israel and the Middle East; and the other risks, uncertainties and factors described under the heading "Risk Factors" in the Company's annual report for the year ended December 31, 2025 and in the Company's subsequent public filings, which are available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.

Forward-looking statements are made as of the date of this press release and are based on the beliefs, estimates, expectations and opinions of management on the date such statements are made. The Company does not undertake any obligation to update any forward-looking statements, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Company Contact:
Michal Efraty
Investor & Public Relations
michal@efraty.com 

Oren Shuster, CEO
IM Cannabis Corp.
info@imcannabis.com

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SOURCE IM Cannabis Corp.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Slil pay for IM Cannabis's IMC Holdings?

The consideration included a C$3,000,000 advance payment Slil had already made to IM Cannabis, alongside Slil's acquisition of IMC Holdings with its retained liabilities. No securities of IM Cannabis or IMC Holdings were issued or exchanged as consideration.

How much does IM Cannabis expect the sale to improve shareholders' equity?

IM Cannabis expects an improvement of approximately C$3 million in shareholders' equity. That estimate is based on management's current unaudited pro forma analysis; the actual accounting impact may differ.

How was IM Cannabis's related-party sale reviewed?

A special committee composed solely of independent directors reviewed the transaction and recommended board approval. Oren Shuster declared his interest and did not participate in or vote on its approval. An arm's-length financial consultant provided analysis to assist the review, but that analysis was not a formal valuation.