IM CANNABIS ANNOUNCES FILING OF SHELF REGISTRATION STATEMENT ON FORM F-3

Rhea-AI Summary

IM Cannabis (NASDAQ:IMCC), a medical cannabis company operating in Israel and Germany, has filed a shelf registration statement on Form F-3 with the SEC. The registration allows IMCC to offer and sell up to $50 million in securities, including common shares, warrants, units, or combinations thereof.

The shelf registration provides flexibility for future offerings but does not represent an immediate commitment to sell securities. Any potential offerings will be determined based on market conditions, capital needs, and regulatory requirements, with specific terms detailed in future prospectus supplements.

Positive

• Flexibility to raise up to $50 million in capital through various securities
• Strategic positioning for future growth opportunities through potential offerings
• Multiple financing options available through different types of securities

Negative

• Potential future dilution for existing shareholders if securities are issued
• Market uncertainty may affect the company's ability to raise capital at favorable terms

TORONTO and GLIL YAM, Israel, July 11, 2025 /PRNewswire/ -- IM Cannabis Corp. ("IMC" or the "Company") (Nasdaq: IMCC), a leading medical cannabis company with operations in Israel and Germany, is pleased to announce the filing and effectiveness of a shelf registration statement (the "Shelf Registration") on Form F-3 with the Securities and Exchange Commission ("SEC").

The Shelf Registration will allow the Company to offer and sell, from time to time, up to an aggregate of $50 million of its common shares, warrants, units, or a combination thereof (together, the "Securities"), on a registered basis, subject to market conditions, the Company's capital needs, and limitations imposed by SEC rules and applicable securities laws. The terms of any such offering, including the specific terms and prices of the Securities, will be determined at the time of such offering and be made solely by means of the prospectus included in the Registration Statement and any prospectus supplement that may be filed with the SEC relating to such offering.

The Shelf Registration does not constitute a commitment by the Company to sell any specific amount of Securities. Any further offerings under the Shelf Registration, if made, will be subject to the Company's discretion and applicable market conditions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.

About IM Cannabis Corp.

IMC (Nasdaq: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. The Company has focused its resources to achieve sustainable and profitable growth in its highest value markets, Israel and Germany. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment to responsible growth and compliance with the strictest regulatory environments, the Company strives to amplify its commercial and brand power to become a global high-quality cannabis player.

The IMC ecosystem operates in Israel through its subsidiaries, which imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs in Israel that enable the safe delivery and quality control of IMC products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients.

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"). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements relating to the Company's ability to access the capital markets, raise future financing, or sell Securities pursuant to the Shelf Registration.

The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward-looking statements due to a number of factors and risks. These include: the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the Company's ability to continue to meet the listing requirements of the Nasdaq Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and its subsidiaries (collectively, the "Group") to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group's obligations; the Group's possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group's cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt; risks surrounding war, conflict and civil unrest in Eastern Europe and the Middle East, including the impact of the multi-front war Israel is facing on the Company, its operations and the medical cannabis industry in Israel; risks associated with the Company focusing on the Israel and Germany markets; the inability of the Company to achieve sustainable profitability and/or increase shareholder value; the inability of the Company to actively manage costs and/or improve margins; the inability of the company to grow and/or maintain sales; the inability of the Company to meet its goals and/or strategic plans; the inability of the Company to reduce costs and/or maintain revenues; the Company's inability to take advantage of the legalization of medicinal cannabis in Germany; the Company's inability to access the capital markets, raise future financing, and/or sell Securities pursuant to the Shelf Registration.

Please see the other risks, uncertainties and factors set out under the heading "Risk Factors" in the Company's annual report dated March 31, 2025, which is available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca and Edgar at www.sec.gov/edgar. Any forward-looking statement included in this press release is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward looking information is made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Logo: https://mma.prnewswire.com/media/1742228/IM_Cannabis_Logo.jpg

Company Contact:

Anna Taranko
Director Investor & Public Relations
IM Cannabis Corp.
+49 157 80554338
a.taranko@imcannabis.de 

Oren Shuster
Chief Executive Officer
IM Cannabis Corp.
info@imcannabis.com

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SOURCE IM Cannabis Corp.

FAQ

What is the size of IM Cannabis' shelf registration statement filed in July 2025?

IM Cannabis filed a shelf registration statement allowing the company to offer and sell up to $50 million of securities, including common shares, warrants, and units.

What types of securities can IMCC offer under the new shelf registration?

Under the shelf registration, IMCC can offer common shares, warrants, units, or a combination of these securities.

Does the IMCC shelf registration filing mean immediate stock dilution?

No, the shelf registration does not constitute an immediate commitment to sell securities. Any offerings will be made at IMCC's discretion based on market conditions and capital needs.

In which markets does IM Cannabis operate as of July 2025?

IM Cannabis operates in Israel and Germany as a medical cannabis company.

What regulatory approval is needed for IMCC's shelf registration?

The shelf registration was filed with and made effective by the Securities and Exchange Commission (SEC), and any offerings will require additional regulatory compliance and prospectus supplements.