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IM Cannabis Raises US$225,000 of Gross Proceeds in Convertible Note Financing

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IM Cannabis (Nasdaq: IMCC) closed a US$225,000 convertible note financing with an institutional investor on June 3, 2026. The note carries a 10% original issue discount and 8% annual interest, rising to 14% on default, and is repayable only in common shares.

The conversion price is the lower of US$0.288 or 90% of the lowest 20-day VWAP, with a US$0.0576 floor and a 4.99% ownership cap. IM Cannabis also issued warrants for 781,250 shares at C$0.40, exercisable immediately until June 3, 2031. Net proceeds will fund general corporate purposes.

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Positive

  • US$225,000 gross proceeds raised through a convertible note financing
  • Equity-settled note avoids cash repayment obligations for the company
  • Conversion price includes a US$0.0576 floor, limiting extreme downside for share issuance
  • 781,250-share warrant at C$0.40 could provide additional capital if exercised

Negative

  • Convertible note and 781,250-share warrant create potential shareholder dilution
  • 10% original issue discount and 8% coupon increase effective cost of capital
  • Interest rate may rise to 14% upon an event of default
  • Conversion at up to a 10% discount to recent VWAP may pressure share price

News Market Reaction – IMCC

+1.76%
7 alerts
+1.76% Session close to close
+5.2% Peak Tracked
-14.2% Trough Tracked
$1.83M Market Cap
0.1x Rel. Volume

In the Jun 4 session, IMCC gained 1.76%, reflecting a mild positive market reaction. Argus tracked a peak move of +5.2% during that session. Argus tracked a trough of -14.2% from its starting point during tracking. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement adds another share‑settled convertible note, raising US$225,000 with an 8% coupon ...
Analysis

This announcement adds another share‑settled convertible note, raising US$225,000 with an 8% coupon and a conversion formula tied to 90% of the lowest 20‑day VWAP, plus 781,250 warrants at C$0.40. It follows earlier 2026 note deals disclosed in 6‑K filings and ongoing going‑concern warnings. Investors may focus on how repeated equity‑linked financings, registered resales under the F‑3, and Nasdaq bid‑price non‑compliance interact with efforts to stabilize operations and cash flow.

Key Figures

Convertible note proceeds: US$225,000 Original issuance discount: 10% Note interest rate: 8% per annum +5 more
8 metrics
Convertible note proceeds US$225,000 Gross principal of June 3, 2026 convertible note financing
Original issuance discount 10% Discount applied to June 2026 convertible note
Note interest rate 8% per annum Base interest on June 2026 convertible note
Default interest rate 14% per annum Interest if event of default on June 2026 note
Fixed conversion price US$0.288 per share Fixed leg of conversion formula for June 2026 note
VWAP-based conversion 90% of lowest 20-day VWAP Variable conversion pricing window before conversion date
Conversion floor price US$0.0576 per share Minimum share price for conversions under June 2026 note
Warrant share count 781,250 shares June 2026 note warrants exercisable at C$0.40 until June 3, 2031

Historical Context

5 past events · Latest: May 13 (Negative)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 13 Q1 2026 earnings Negative -3.3% Weaker Q1 2026 results with net loss and liquidity pressures.
May 07 Convertible note financing Negative -6.7% US$550,000 in new convertible notes and warrants for liquidity.
Apr 10 Nasdaq compliance notice Negative +4.0% Nasdaq notice for non‑compliance with $1.00 minimum bid price.
Mar 31 2025 results Positive -9.3% Reported C$54.7M 2025 revenue and positive operating cash flow.
Mar 17 Defense-tech LOI Neutral -26.7% LOI to acquire 51% of Blackaxe, entering defense-tech markets.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent financings and strategic updates often coincided with negative or volatile price reactions, including declines following prior convertible note deals and 2025 results.

Recent Company History

Over the last six months, IMCC has repeatedly relied on convertible note financings, including a US$550,000 raise on May 7, 2026, to support liquidity. Regulatory filings highlighted going-concern risks, negative working capital and continued operating losses. Despite reporting C$54.7 million in 2025 revenue and positive operating cash flow, shares fell after those results and after announcing a proposed 51% acquisition of Blackaxe Technologies. Today’s additional convertible note financing continues this pattern of equity-linked funding amid balance sheet pressure.

Key Terms

convertible note, original issuance discount, volume-weighted average price, beneficial ownership cap, +4 more
8 terms
convertible note financial
"announced the closing of a US$225,000 convertible note financing in a private placement"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
original issuance discount financial
"a note in the principal amount of US$225,000, with an original issuance discount of 10%"
Original issuance discount (OID) is the difference between a debt security’s face value and a lower price at which it is sold when first issued, similar to buying a $1,000 loan for $900. Investors receive the full face value at maturity, so the gap boosts the effective yield above the stated interest rate and affects how income is recognized for returns and taxes. For investors, OID changes expected return, cash flow timing, and reported interest income.
volume-weighted average price financial
"90% of the lowest daily volume-weighted average price 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.
beneficial ownership cap financial
"The June Note includes customary limitations, including a 4.99% beneficial ownership cap."
A beneficial ownership cap is a rule that limits how much of a company a single investor or related group can effectively control, even if legal ownership could be higher. Think of it as a speed limit for ownership that prevents any one party from accumulating a controlling stake; it matters to investors because it affects takeover risk, voting power, dilution, and potential returns by shaping who can influence corporate decisions.
warrant financial
"the Company issued a warrant to purchase up to 781,250 Common Shares"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
resale registration statement regulatory
"to file a resale registration statement on Form F-3 with the U.S. Securities and Exchange Commission"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
form f-3 regulatory
"to file a resale 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.
section 4(a)(2) regulatory
"in reliance on an exemption from (x) registration under Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

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

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TORONTO and GLIL YAM, Israel, June 3, 2026 /PRNewswire/ -- IM Cannabis Corp. ("IMC" or the "Company") (Nasdaq: IMCC), a medical cannabis company with operations in Israel and Germany, today announced the closing of a US$225,000 convertible note financing in a private placement with an institutional investor (the "Lender").

IM Cannabis Corp. Logo

Pursuant to a note purchase agreement between the Company and Lender dated June 3, 2026 (the "June Note Purchase Agreement"), the Company issued the Lender a note in the principal amount of US$225,000, with an original issuance discount of 10% (the "June Note").

The June Note bears interest at a rate of 8% per annum, increasing to 14% upon the occurrence and continuation of an event of default, as defined in the June Note. The June Note is not repayable in cash and the Company's obligations thereunder will be satisfied solely through the issuance of common shares in the capital of the Company (the "Common Shares") upon conversion.

The conversion price in the June Note is set to the lower of (i) a fixed price of US$0.288 per Common Share, or (ii) 90% of the lowest daily volume-weighted average price during the 20 consecutive trading days preceding the conversion date, subject to a floor price of US$0.0576. The June Note includes customary limitations, including a 4.99% beneficial ownership cap.

In connection with the June Note, the Company issued a warrant to purchase up to 781,250 Common Shares (the "June Note Warrants") at an exercise price of C$0.40 per Common Share. The June Note Warrants became immediately exercisable upon their issuance date, June 3, 2026, and will expire after five years, on June 3, 2031.

The Company intends to use the net proceeds from the June Note for general corporate purposes.

In connection with the June Note Purchase Agreement, the Company has agreed to reserve sufficient Common Shares for issuance upon conversion of the June Note and exercise of the June Note Warrants and to file a resale registration statement on Form F-3 with the U.S. Securities and Exchange Commission (the "SEC") and to use commercially reasonable efforts to secure its effectiveness within the timeframes agreed with the Lender.

All securities issued under the financing described above 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 U.S. Securities Act of 1933, as amended (the "Securities Act"). The private placement of the securities offered to the Lender was made in reliance on an exemption from (x) registration under Section 4(a)(2) of the Securities Act and (y) applicable Canadian securities laws. Accordingly, the securities issued in the private placement may not be offered or sold in the United States or Canada except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws or an exemption pursuant to Canadian securities laws.

About IM Cannabis Corp.

IMC (Nasdaq: IMCC) is an international company focused on building and scaling innovative businesses and technologies across global markets. The Company currently operates a medical cannabis platform serving patients in Israel and Germany while evaluating opportunities to expand into additional technology-driven sectors.

The IMC 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 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 financing and the preparation, timing and filing of the registration statement 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 a registration statement 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 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.

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, Chief Executive Officer
IM Cannabis Corp.
info@imcannabis.com

Cision View original content:https://www.prnewswire.com/news-releases/im-cannabis-raises-us225-000-of-gross-proceeds-in-convertible-note-financing-302790639.html

SOURCE IM Cannabis Corp.

FAQ

What did IM Cannabis (IMCC) announce in its June 3, 2026 financing?

IM Cannabis announced a US$225,000 convertible note financing with an institutional investor. According to IM Cannabis, the note carries an 8% annual interest rate, is issued with a 10% discount, and is repayable only in common shares upon conversion.

What are the key terms of the IMCC June 2026 convertible note?

The note has a US$225,000 principal, 10% original issue discount, and 8% interest, rising to 14% on default. According to IM Cannabis, repayment is solely in common shares, with conversion priced off either US$0.288 or 90% of the lowest 20-day VWAP, subject to a floor.

How is the conversion price set for the IM Cannabis (IMCC) June 2026 note?

The conversion price is the lower of US$0.288 per share or 90% of the lowest daily VWAP over the prior 20 trading days. According to IM Cannabis, a US$0.0576 floor price and a 4.99% ownership cap apply.

What warrants were issued with the IMCC June 3, 2026 convertible note?

IM Cannabis issued warrants to buy up to 781,250 common shares at C$0.40 each. According to IM Cannabis, these warrants are immediately exercisable from June 3, 2026 and will expire five years later, on June 3, 2031.

How will IM Cannabis use the proceeds from the June 2026 IMCC note financing?

IM Cannabis plans to use the net proceeds for general corporate purposes. According to IM Cannabis, the company will also reserve sufficient shares, file a resale registration statement on Form F-3, and seek SEC effectiveness within agreed timeframes.

What are the resale and holding restrictions on the IMCC June 2026 financing securities?

All securities from the financing are subject to a four-month-and-one-day hold period and required legends. According to IM Cannabis, U.S. and Canadian resales require an effective registration statement or a valid exemption under applicable securities laws.