IM Cannabis Raises US$2,171,660.40 in Note Purchase Agreements

Rhea-AI Summary

IM Cannabis (Nasdaq: IMCC) raised US$2,171,660.40 via two arm's‑length note financings announced Jan 26, 2026.

The First Note (issued Jan 7, 2026) has principal US$1,538,749 after a 10% issuance discount, 8% interest (rises to 14% on default), 18‑month maturity with lender extension option, conversion at the lower of US$1.47 or 90% of 20‑day low VWAP (floor US$0.29), and 228,150 five‑year warrants at C$3.45. The Second Note (issued Jan 20, 2026) has principal US$632,911.50 after 10% discount, identical interest and maturity terms, conversion at the lower of US$1.38 or 90% of 20‑day low VWAP (floor US$0.275), and 93,671 five‑year warrants at C$3.45.

Approximately US$500,000 of proceeds were used to repay existing creditors; the company agreed to file an F-3 registration within 30 trading days. All securities are subject to a four‑month and one‑day hold.

Positive

• Total proceeds of US$2,171,660.40 raised
• First Note principal of US$1,538,749 after 10% discount
• Second Note principal of US$632,911.50 after 10% discount
• Registration rights: file Form F-3 within 30 trading days
• Issued 321,821 warrants total (228,150 + 93,671) at C$3.45

Negative

• Notes convertible at floors of US$0.29 and US$0.275
• Warrants and conversions create potential dilution of 321,821 shares
• Interest rate increases to 14% upon event of default
• Notes mature in 18 months then require ten monthly repayments

Market Reaction

-4.38% $1.31

15m delay 3 alerts

-4.38% Since News

$1.31 Last Price

$1.30 $1.43 Day Range

-$329K Valuation Impact

$7M Market Cap

0.4x Rel. Volume

Following this news, IMCC has declined 4.38%, reflecting a moderate negative market reaction. Our momentum scanner has triggered 3 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $1.31. This price movement has removed approximately $329K from the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Total debt financing: US$2,171,660.40 First Note principal: US$1,538,749 Second Note principal: US$632,911.50 +5 more

8 metrics

Total debt financing US$2,171,660.40 Aggregate proceeds raised from First and Second Notes

First Note principal US$1,538,749 Principal amount after 10% original issuance discount

Second Note principal US$632,911.50 Principal amount after 10% original issuance discount

Note interest rate 8% per annum (14% on default) Interest rate terms for both notes

First Note conversion floor US$0.29 per Common Share Minimum conversion price under First Note

Second Note conversion floor US$0.275 per Common Share Minimum conversion price under Second Note

First Note warrants 228,150 warrants Common Share purchase warrants at C$3.45, five-year term

Second Note warrants 93,671 warrants Common Share purchase warrants at C$3.45, five-year term

Market Reality Check

Price: $1.37 Vol: Volume 19,528 vs 20-day a...

low vol

$1.37 Last Close

Volume Volume 19,528 vs 20-day average 66,394, indicating relatively light trading ahead of the debt announcement. low

Technical Shares at $1.37 are trading below the $2.03 200-day moving average, reflecting a weaker longer-term trend.

Peers on Argus

IMCC showed a modest -0.74% move on light volume while only one tracked peer (FL...

1 Up

IMCC showed a modest -0.74% move on light volume while only one tracked peer (FLGC) appeared in momentum scans, moving up with a 4.43% gain. Other peers showed mixed moves, suggesting today’s setup is more company-specific than sector-driven.

Historical Context

5 past events · Latest: Jan 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 05	Board appointment	Positive	-2.7%	Appointment of Alon Dayan to the board for additional expertise.
Dec 30	Strategic review	Positive	+4.3%	Exploring U.S. market entry following U.S. federal cannabis policy shift.
Dec 12	CFO appointment	Positive	+12.6%	Appointment of experienced CFO Asi Levi to strengthen finance function.
Nov 13	Earnings results	Negative	-9.0%	Flat revenue, lower margins, higher expenses and going concern language.
Nov 06	Earnings timing	Neutral	-0.8%	Announcement of date and time for Q3 2025 results release.

Pattern Detected

Recent news has often led to sizable but mixed price reactions, with governance and strategic updates sometimes met with volatility.

Recent Company History

Over the last few months, IM Cannabis reported Q3 2025 results with a going concern note and rising liabilities, followed by announcements on earnings timing, board refreshment, and a new CFO. Strategic steps included exploring U.S. market entry and broader business activities. Price reactions ranged from about -9% on earnings to double-digit gains on leadership changes, showing that governance and strategy updates have been important drivers alongside financial concerns and capital needs.

Regulatory & Risk Context

Active S-3 Shelf · $50 million

Shelf Active

Active S-3 Shelf Registration 2025-06-26

$50 million registered capacity

The company has an effective Form F-3 shelf registration dated June 26, 2025 permitting issuance of up to $50 million in securities, providing flexibility to raise additional capital through common shares, warrants or units under Rule 415 on a continuous or delayed basis.

Market Pulse Summary

This announcement details US$2.17M of new non-recourse, interest-bearing notes, partially used to re...

Analysis

This announcement details US$2.17M of new non-recourse, interest-bearing notes, partially used to repay about US$500,000 of existing liabilities and support working capital. Both notes are convertible with floor prices and include multi-year warrants, while the company also maintains a $50 million Form F-3 shelf. Investors monitoring this name may focus on liquidity runway, conversion activity, future capital raises under the shelf, and how these financings interact with prior going concern language.

Key Terms

volume-weighted average price, warrants, registration statement, Form F-3, +2 more

6 terms

volume-weighted average price financial

"90% of the lowest daily volume-weighted average price ("VWAP") during the 20 consecutive trading days"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

warrants financial

"issued to the Lender an aggregate of 228,150 Common Share purchase warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

registration statement regulatory

"agreed to file a registration statement on Form F-3 with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Form F-3 regulatory

"file a registration statement on Form F-3 with the U.S. Securities and Exchange Commission"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

non-recourse financial

"All obligations under the First Note are strictly non-recourse, limiting the Lender's remedies"

A non-recourse loan is a type of debt where the lender’s recovery is limited to a specific asset pledged as collateral, and the borrower cannot be personally pursued for any remaining balance if the asset’s value falls short. For investors, non-recourse financing shifts downside risk onto the lender and protects a borrower’s other assets, which can affect a company’s risk profile, borrowing costs, and potential returns — much like insurance that covers only the item left as collateral.

hold period regulatory

"subject to: (i) a four month and one day hold period from the date of issuance"

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

AI-generated analysis. Not financial advice.

TORONTO and GLIL YAM, Israel, Jan. 26, 2026 /PRNewswire/ -- IM Cannabis Corp. ("IMC" or the "Company") (Nasdaq: IMCC), a leading medical cannabis company with operations in Israel and Germany, today announced that it has raised a total of US$2,171,660.40 in debt financings from an arm's length third party (the "Lender") in order to manage the Company's current liquidity requirements.

First Note

Pursuant to a note purchase agreement between the Company and Lender dated January 7, 2026 (the "First Note Purchase Agreement"), the Company issued the Lender a note in the principal amount of US$1,538,749, after application of an original issuance discount of 10% (the "First Note").

The First Note bears interest at a rate of 8% per annum, increasing to 14% upon the occurrence and continuation of an event of default. The First Note has a maturity date of 18 months from its issuance, with an option for the Lender to extend the maturity if desired (the "First Note Maturity Date").

Following the First Note Maturity Date, the Company will be required to repay the outstanding principal and accrued interest in ten equal monthly instalments, payable on the first day of each month following the 18^th month anniversary of its issuance date. The Company retains the right to prepay the First Note, in whole or in part, at any time, subject to the terms set forth in the First Note. Except as expressly permitted, no early repayment may be made without the Lender's consent. All obligations under the First Note are strictly non-recourse, limiting the Lender's remedies to conversion of the First Note or exercise of the First Note Warrants (as defined hereinafter).

The First Note is convertible into common shares in the Capital of the Company (the "Common Shares") at the First Note Conversion Price, which is defined as the lower of: (i) a fixed price of US$1.47 per Common Share, and (ii) 90% of the lowest daily volume-weighted average price ("VWAP") during the 20 consecutive trading days preceding the applicable conversion date. In all cases, the First Note Conversion Price shall not be lower than the Floor Price of US$0.29 per Common Share. The First Note includes customary limitations.

In connection with the financing, the Company issued to the Lender an aggregate of 228,150 Common Share purchase warrants (the "First Note Warrants"). Each First Note Warrant entitles the Lender to a Common Share at a price of C$3.45 per Common Share for a period of five years.

Approximately US$500,000 of the proceeds from the financing were used to directly repay certain existing creditors of the Company, reducing outstanding liabilities and improving financial flexibility. The remaining proceeds will be applied toward general corporate purposes, including working capital and strategic operational initiatives.

Pursuant to the registration rights provisions under the First Note Purchase Agreement, IMC has agreed to file a registration statement on Form F-3 with the U.S. Securities and Exchange Commission (the "SEC"). This registration will cover the resale of the Common Shares issuable upon conversion of the First Note. The Company is required to file the registration statement within 30 trading days of the First Note Purchase Agreement and will use commercially reasonable efforts to secure its effectiveness within the timeframes agreed with the Lender.

All securities issued under the financing are subject to: (i) a four month and one day hold period from the date of issuance and (ii) applicable legends as required pursuant to the Securities Act of 1933, as amended.

Second Note

Pursuant to a note purchase agreement between the Company and Lender dated January 20, 2026 (the "Second Note Purchase Agreement"), the Company issued the Lender a note in the principal amount of US$632,911.50, after application of an original issuance discount of 10% (the "Second Note").

The Second Note bears interest at a rate of 8% per annum, increasing to 14% upon the occurrence and continuation of an event of default. The Second Note has a maturity date of 18 months from its issuance, with an option for the Lender to extend the maturity if desired (the "Second Note Maturity Date").

Following the Second Note Maturity Date, the Company will be required to repay the outstanding principal and accrued interest in ten equal monthly instalments, payable on the first day of each month following the 18^th month anniversary of its issuance date. The Company retains the right to prepay the Second Note, in whole or in part, at any time, subject to the terms set forth in the Second Note. Except as expressly permitted, no early repayment may be made without the Lender's consent. All obligations under the Second Note are strictly non-recourse, limiting the Lender's remedies to conversion of the Second Note or exercise of the Second Note Warrants (as defined hereinafter).

The Second Note is convertible into Common Shares at the Second Note Conversion Price, which is defined as the lower of: (i) a fixed price of US$1.38 per Common Share, and (ii) 90% of the lowest daily VWAP during the 20 consecutive trading days preceding the applicable conversion date. In all cases, the Second Note Conversion Price shall not be lower than the Floor Price of US$0.275 per Common Share. The Second Note includes customary limitations.

In connection with the financing, the Company issued to the Lender an aggregate of 93,671 Common Share purchase warrants (the "Second Note Warrants"). Each Second Note Warrant entitles the Lender to a Common Share at a price of C$3.45 per Common Share for a period of five years.

Approximately US$500,000 of the proceeds from the financing were used to directly repay certain existing creditors of the Company, reducing outstanding liabilities and improving financial flexibility. The remaining proceeds will be applied toward general corporate purposes, including working capital and strategic operational initiatives.

Pursuant to the registration rights provisions under the Second Note Purchase Agreement, IMC has agreed to file a registration statement on Form F-3 with the SEC. This registration will cover the resale of the Common Shares issuable upon conversion of the Second Note. The Company is required to file the registration statement within 30 trading days of the Second Note Purchase Agreement and will use commercially reasonable efforts to secure its effectiveness within the timeframes agreed with the Lender.

All securities issued under the financing are subject to: (i) a four month and one day hold period from the date of issuance and (ii) applicable legends as required pursuant to the Securities Act of 1933, as amended.

About IM Cannabis Corp.

IMC (Nasdaq: IMCC) is an international medical cannabis company that provides premium cannabis products to medical patients in Israel and Germany. 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 import and distributes 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 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 receipt of and use of proceeds from the financings and the preparation, timing and filing of registration statements with the SEC. 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 use the proceeds as set out herein; and the Company's inability to file registrations statements in the timelines outlined herein or at all.

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:

Michal Efraty
Investor & Public Relations
IM Cannabis Corp.
michal@efraty.com

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

View original content:https://www.prnewswire.com/news-releases/im-cannabis-raises-us2-171-660-40-in-note-purchase-agreements-302670421.html

SOURCE IM Cannabis Corp.

FAQ

How much did IM Cannabis (IMCC) raise in the Jan 2026 note financings?

IM Cannabis raised US$2,171,660.40 via two note purchase agreements.

What are the principal amounts and issuance discounts for IMCC's two notes?

First Note principal is US$1,538,749 and Second Note principal is US$632,911.50, each after a 10% original issuance discount.

What are the conversion terms for IMCC's First and Second Notes?

First converts at the lower of US$1.47 or 90% of the lowest 20‑day VWAP (floor US$0.29); Second converts at the lower of US$1.38 or 90% of the lowest 20‑day VWAP (floor US$0.275).

How many warrants did IM Cannabis issue and what is the exercise price?

IM Cannabis issued a total of 321,821 warrants (228,150 + 93,671), each exercisable at C$3.45 for five years.

What are the interest rates and maturity structure of IMCC's notes?

Both notes bear 8% annual interest (rising to 14% on default), mature in 18 months, then convert to ten equal monthly instalments if unpaid.

How were the proceeds from IMCC's financings applied?

Approximately US$500,000 of proceeds were used to repay certain existing creditors; remaining proceeds were allocated to general corporate purposes and working capital.