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IM Cannabis Raises US$250,000 of Gross Proceeds in Convertible Note Financing

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IM Cannabis (Nasdaq: IMCC) closed a private placement of a US$250,000 principal amount convertible note with an institutional investor on August 7, 2026. The note carries a 10% original issue discount, bears interest at 8% per annum (rising to 14% upon default) and is not repayable in cash, with obligations settled solely through issuance of common shares upon conversion.

The conversion price is the lower of a fixed US$0.122 per share or 90% of the lowest daily VWAP over the 20 trading days before conversion, subject to a US$0.02436 floor and a 4.99% beneficial ownership cap. IM Cannabis also issued warrants to purchase up to 2,052,545 common shares at C$0.17, exercisable immediately until August 7, 2031. According to IM Cannabis, net proceeds will be used for general corporate purposes, and the company plans to file a resale registration statement on Form F-3 with the SEC.

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Positive

  • US$250,000 principal raised via convertible note private placement
  • Note obligations settled in shares, avoiding cash repayment requirements
  • Issued 2,052,545 warrants at C$0.17, exercisable until August 7, 2031

Negative

  • 10% original issue discount reduces immediate net proceeds below US$250,000
  • Convertible note bears 8%–14% annual interest, adding financing cost
  • Equity-only settlement and conversion terms may increase share count and dilute existing holders

News Explained

Although the financing closed on August 7, 2026, all securities issued to the investor are subject to a four-month-and-one-day hold period and applicable legends, so they are not immediately freely resalable under the disclosed terms.

Market Context

Historical news_id 1077243 recorded a -1.35% 24-hour reaction to a comparable convertible-note finan...
Analysis

Historical news_id 1077243 recorded a -1.35% 24-hour reaction to a comparable convertible-note financing. The platform record adds financing precedent; the active F-3 resale registration and low short positioning are relevant risk context to monitor.

Key Figures

Gross proceeds: US$250,000 Original issuance discount: 10% Interest rate: 8% per annum; 14% upon default +5 more
8 metrics
Gross proceeds US$250,000 August 2026 convertible note financing
Original issuance discount 10% August Note
Interest rate 8% per annum; 14% upon default August Note
Conversion price Lower of US$0.122 or 90% of the lowest 20-day VWAP; US$0.02436 floor August Note conversion terms
Warrant shares 2,052,545 Common Shares August Note Warrants
Warrant exercise price C$0.17 per Common Share August Note Warrants
Warrant exercise period Five years; expires August 7, 2031 Warrants became exercisable August 7, 2026
Ownership cap 4.99% Beneficial ownership limitation

Historical Context

5 past events · Latest: Jul 27 (Neutral)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jul 27 Corporate update Neutral +1.3% Board director resigned for personal reasons; company operations remained described.
Jul 01 Convertible note financing Negative -1.4% US$225,000 note financing used shares for repayment and included warrants.
Jun 18 European asset sale Positive -16.5% Non-binding European asset sale proposed assumption of approximately C$10.5 million debt.
Jun 09 F-3 resale filing Negative -8.7% F-3 resale registration covered shares from convertible notes and accompanying warrants.
Jun 03 Convertible note financing Negative +1.8% US$225,000 note financing included warrants and proceeds designated for general corporate purposes.

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

Pattern Detected

Convertible-note financing reactions were mixed, with prior 24-hour moves of -1.35% and +1.76%; an F-3 resale filing was followed by -8.7%.

Key Terms

convertible note, original issuance discount, volume-weighted average price, beneficial ownership cap, +1 more
5 terms
convertible note financial
"the closing of a US$250,000 convertible note financing"
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
"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"
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 regulatory
"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.
form f-3 regulatory
"file a resale registration statement on Form F-3"
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.

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

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TORONTO and GLIL YAM, Israel, Aug. 7, 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$250,000 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 August 6, 2026 (the "August Note Purchase Agreement"), the Company issued the Lender a note in the principal amount of US$250,000, with an original issuance discount of 10% (the "August Note").

The August 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 August Note. The August 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 August Note is set to the lower of (i) a fixed price of US$0.122 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$0.02436. The August Note includes customary limitations, including a 4.99% beneficial ownership cap.

In connection with the August Note, the Company issued a warrant to purchase up to 2,052,545 Common Shares (the "August Note Warrants") at an exercise price of C$0.17 per Common Share. The August Note Warrants became immediately exercisable upon their issuance date, August 7, 2026, and will expire after five years, on August 7, 2031.

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

In connection with the August Note Purchase Agreement, the Company has agreed to reserve sufficient Common Shares for issuance upon conversion of the August Note and exercise of the August 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.

Company Contact:

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

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

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.

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SOURCE IM Cannabis Corp.

FAQ

What financing did IM Cannabis (IMCC) announce on August 7, 2026?

IM Cannabis announced a US$250,000 principal amount convertible note financing with an institutional investor. According to IM Cannabis, the note is issued with a 10% original issue discount in a private placement and will be repaid solely through common share issuance upon conversion.

What are the key terms of the IM Cannabis (IMCC) August 2026 convertible note?

The note has a US$250,000 principal, 10% original issue discount and 8% annual interest, rising to 14% on default. According to IM Cannabis, conversion occurs into common shares only, with no cash repayment, under a price formula including a fixed US$0.122 cap and a floor.

How is the conversion price determined for the IM Cannabis (IMCC) August 2026 note?

The conversion price is the lower of US$0.122 per share or 90% of the lowest daily VWAP over the prior 20 trading days. According to IM Cannabis, this formula is subject to a US$0.02436 floor and a 4.99% beneficial ownership cap.

What warrants were issued with the IM Cannabis (IMCC) August 2026 financing?

IM Cannabis issued warrants to purchase up to 2,052,545 common shares at an exercise price of C$0.17. According to IM Cannabis, these warrants became immediately exercisable on August 7, 2026, and will expire five years later, on August 7, 2031.

How will IM Cannabis (IMCC) use the proceeds from the August 2026 convertible note?

IM Cannabis plans to use the net proceeds from the US$250,000 convertible note for general corporate purposes. According to IM Cannabis, all obligations on the note will be settled in shares, and the company intends to file a resale registration statement with the SEC.

Does the IM Cannabis (IMCC) August 2026 financing affect existing shareholders?

The structure implies future issuance of common shares upon note conversion and possible warrant exercises, which can dilute existing holdings. According to IM Cannabis, the note includes a 4.99% beneficial ownership cap and a defined conversion price formula with a floor.

Are the IM Cannabis (IMCC) August 2026 securities freely tradable immediately?

No, the securities are subject to a four month and one day hold period from issuance and applicable legends. According to IM Cannabis, resale in the United States or Canada requires an effective registration statement or a valid securities law exemption.