IM Cannabis Enters Non-Binding Agreement to Acquire 51% of Space Defense Innovations, Operating in the European Tactical UAS Market
IM Cannabis moves to acquire control of a European tactical UAS distributor–manufacturer through a share-based deal structure with loans and warrants.
Rhea-AI Summary
IM Cannabis (IMCC) signed a non-binding LOI to acquire 51% of Poland-based Space Defense Innovations (SDI), which operates in the European unmanned aerial systems (UAS) market.
SDI, via subsidiary BlueAero Group, distributes and is expected, subject to licenses, to manufacture BlueBird Aero Systems’ tactical UAS and Hybrid Fixed-Wing VTOL-UAS products in Europe with exclusivity in Poland. IMCC plans to pay using common shares and/or pre-funded warrants, capped so no SDI shareholder exceeds 19.99% IMCC ownership, plus a 24‑month seller loan at 9% interest with 100% warrant coverage exercisable at a 25% premium to the signing-day closing price. IMCC will provide SDI an on-demand credit line of up to EUR 2.3 million, convertible into SDI shares at fair market value, subject to a minimum US$5 million valuation.
IMCC obtains a five‑year call option to buy the remaining SDI shares and the right to appoint a board majority. Closing depends on due diligence, definitive agreements and required approvals, and is not assured.
Positive
- 51% stake in SDI would give IMCC control and board majority rights in a European tactical UAS operator.
- Five-year call option allows IMCC to acquire remaining SDI shares at the same valuation used for the initial 51%.
- EUR 2.3 million on-demand credit line to SDI is convertible into SDI shares at fair market value, subject to a minimum US$5 million valuation.
Negative
- LOI is non-binding and closing is subject to due diligence, definitive agreements, approvals and other conditions, with no assurance of completion.
- Equity consideration plus warrants and a seller loan with 100% warrant coverage introduce potential share dilution for existing IMCC shareholders.
- EUR 2.3 million credit line represents additional funding exposure to SDI, with a 36‑month maturity.
News Explained
The parties aim to execute definitive agreements within 60 days, with closing still subject to due diligence, approvals and other conditions.
Details
Market move: IMCC +116.67% vs previous close. 51% defense-tech acquisition
On Sep 23, the day this news came out, the latest delayed price for IMCC is 116.67% above the previous close. Argus tracked a peak move of +129.2% during the session. Our momentum scanner has recorded 79 alerts for this stock so far that day. The latest delayed price is $8.97. Relative volume is exceptionally heavy at 8164.7x the average.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.
Key Figures
- SDI stake
- 51%
- Proposed acquisition on a fully diluted basis under the non-binding LOI
- Seller loan
- 24 months; 9% annual interest
- Proposed LOI consideration
- Warrant coverage
- 100% of principal
- Warrants accompanying the seller loan
- Warrant exercise premium
- 25%
- Premium to the closing price when definitive agreements are signed
- Call option
- 5 years
- Option to acquire the remaining SDI shares at the same valuation
- Line of credit
- Up to EUR 2.3 million; 36-month maturity
- Proposed credit to SDI at closing
- Minimum company valuation
- US$5 million
- Minimum valuation for conversion of the line of credit into SDI shares
- Definitive agreements target
- Within 60 days
- Parties' stated target under the non-binding LOI
Previous Acquisition Reports
-
Non-binding 51% proposal targeted Blackaxe, a Polish defense-tech firm, amid diversification beyond cannabis.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
unmanned aerial systems technical
fully diluted financial
pre-funded warrants financial
line of credit financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
The Company has entered a non-binding Letter of Intent to acquire control of Space Defense Innovations LLC, which is engaged in distributing BlueBird Aero Systems' advanced tactical UAS and unique Hybrid Fixed-Wing VTOL-UAS platforms in
SDI, through its wholly owned subsidiary BlueAero Group Sp. z o.o., operates in the unmanned aerial systems ("UAS") sector, is a reseller and, upon receipt of applicable regulatory licenses, is expected to become a manufacturer of BlueBird Aero Systems' ("BlueBird") tactical UAS and unique Hybrid Fixed-Wing VTOL-UAS Products (the "Products") in
From VTOL ISR (vertical take-off and landing with intelligence, surveillance, and reconnaissance) platforms to loitering munition, 3-dimensional mapping capabilities and vast field proven experience, the Products combine advanced Israeli technology and military experience with proprietary in-house design, development and manufacturing. BlueBird's comprehensive ISO 9001:2015 certified capabilities include: infrastructure, composite materials, mechanical, electronic and aeronautical engineering, as well as software development.
The transaction aligns with the Company's stated objective of evaluating and building technology-driven businesses beyond its core medical cannabis operations in
Under the terms of the LOI, IMCC will acquire
The parties aim to execute definitive agreements within 60 days. The LOI is non-binding except for customary confidentiality, exclusivity, and governing law provisions. Closing remains subject to satisfactory due diligence (at IMCC's sole discretion), negotiation of definitive agreements, receipt of all required corporate, governmental and third-party approvals, assignment of certain key commercial agreements, and other customary conditions. There can be no assurance that the parties will enter into definitive agreements or that the proposed transaction will be completed.
About IM Cannabis Corp.
IMC (Nasdaq: IMCC) is an international company currently operating a medical cannabis platform serving patients in Israel and Germany. Following completion of the pending transactions announced by the Company on August 17, 2026, the Company expects to retain its Israeli medical cannabis operations and the German operations will be sold.
The IMCC 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 entire 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"). All information that addresses activities or developments that we expect to occur in the future is considered 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: SDI expecting to become a manufacturer of BlueBird Products; the proposed terms and proposed transaction with SDI; the expected timeline for executing definitive documentation with respect to the proposed transaction with SDI; and the Company's objective of evaluating and building technology-driven businesses beyond its core medical cannabis operations in Israel. The above list of forward-looking statements and assumptions is 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 fulfill 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 that Israel is facing on the Company, its operations and the medical cannabis industry in Israel and globally; 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; and the Company's inability to take advantage of the legalization of medicinal cannabis in Germany.
Please see the other risks, uncertainties and factors set out under the heading "Risk Factors" in the Company's annual report for the year ended December 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.
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 business does Space Defense Innovations operate and what products are involved?
SDI, through its subsidiary BlueAero Group, operates in the unmanned aerial systems sector in Europe. It is a reseller and, upon receipt of applicable regulatory licenses, is expected to become a manufacturer of BlueBird Aero Systems’ tactical UAS and Hybrid Fixed-Wing VTOL-UAS products, with exclusivity for these products in Poland. The portfolio includes VTOL ISR platforms, loitering munition, and 3‑dimensional mapping capabilities based on Israeli technology and military experience.
How will IM Cannabis pay for the 51% stake in SDI?
Consideration for the 51% of SDI is expected to be a combination of IMCC common shares and/or pre-funded warrants, capped so that no SDI shareholder beneficially owns more than 19.99% of IMCC. In addition, there will be a 24‑month seller loan that carries 9% annual interest and 100% warrant coverage on the principal, with the warrants exercisable at a 25% premium to IMCC’s closing share price on the date definitive agreements are signed.
What are the main financing terms of the credit facility IMCC will provide to SDI?
At closing, IMCC will provide SDI with an on-demand line of credit of up to EUR 2.3 million with a 36‑month maturity. IMCC may, at its discretion, convert outstanding amounts under this facility into SDI shares at the fair-market valuation established at closing, provided that the valuation is not less than US$5 million and is supported by an independent valuation report.
What additional rights will IM Cannabis gain over SDI if the transaction closes?
If the transaction is completed, IMCC will have the right to appoint a majority of SDI’s board of directors, reflecting control over SDI. IMCC will also receive a five‑year call option to acquire the remaining SDI shares at the same valuation used for the initial 51% acquisition.
What is the expected timing for definitive agreements and what are the key conditions to closing?
The parties aim to sign definitive agreements within 60 days of the LOI. Closing is subject to satisfactory due diligence at IMCC’s discretion, negotiation and execution of definitive agreements, receipt of all required corporate, governmental and third‑party approvals, assignment of certain key commercial agreements, and other customary closing conditions. There is no assurance that these steps will be completed or that the transaction will close.
How does this potential acquisition relate to IM Cannabis’ broader business strategy?
The company describes this transaction as aligned with its stated objective of evaluating and building technology-driven businesses beyond its core medical cannabis operations in Israel and Germany.