IM Cannabis offers 655K shares at $2 each
The proposed sale of European-focused assets and a separate defense-sector acquisition remain conditional alongside the share issuance.
Rhea-AI Filing Summary
IM Cannabis Corp. is offering 655,000 Common Shares at US$2.00 each to certain accredited investors in a registered direct offering. It expects net proceeds of approximately US$1.3 million for working capital and general corporate purposes, potentially including evaluation of additional opportunities. Shares outstanding were 992,494 as of September 23, 2026, and are expected to be 1,647,494 after the offering. Delivery is expected on or about September 24, 2026, subject to closing conditions.
A definitive agreement provides for Slil.com Holding Ltd. to acquire IM Cannabis’s entire interest in I.M.C. Holdings Ltd., which will hold European-focused assets after reorganization; IM Cannabis says it will retain its Israeli operations. Consideration includes a previously received CAD$3.0 million advance and Slil’s assumption of certain liabilities not materially exceeding CAD$9.4 million, subject to adjustments. Closing is conditional, and the agreement may terminate if it has not occurred by September 30, 2026. A non-binding letter of intent proposes a 51% acquisition of Space Defense Innovations and a convertible credit facility of up to EUR2.3 million. Nasdaq confirmed regained minimum bid-price compliance on September 23, 2026.
Positive
- None.
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- The company warns the 655,000-share offering may significantly dilute existing holders.
Filing Explained
As of
Key Figures
Key Terms
registered direct offering financial
net tangible book value financial
pre-funded warrants financial
minimum bid price requirement regulatory
convertible credit facility financial
Offering Details
FAQ
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Prospectus Supplement (to prospectus dated July 9, 2025) |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-288346 |
IM CANNABIS CORP.
655,000 Common Shares
We are offering to certain accredited investors in a registered direct offering 655,000 common shares, no par value per share, or Common Shares. The Common Shares will be sold at a negotiated price of US$2.00 pursuant to this prospectus supplement, the accompanying prospectus and a securities purchase agreement dated September 23, 2026 between us and such investors.
The Common Shares are being offered directly to investors without a placement agent or underwriter. We are not paying placement agent fees or underwriting discounts in connection with the offering.
Our Common Shares are listed for trading on the Nasdaq Capital Market, or Nasdaq, under the symbol “IMCC”. The closing price of our Common Shares on September 22, 2026, as reported by Nasdaq, was US$4.14 per share. The Common Shares for purchase in this prospectus supplement are not being offered to residents of Canada.
Unless otherwise noted and other than in our historical financial statements and the notes thereto incorporated by reference herein, the share and per share information in this prospectus supplement reflects the 1-for-30 share consolidation, or the Share Consolidation, of the outstanding Common Shares of the Company. The Share Consolidation became effective on August 27, 2026.
On September 23, 2026, the aggregate market value of our Common Shares held by non-affiliates was approximately US$4,070,056 based on 992,494 Common Shares outstanding, 962,188 Common Shares held by non-affiliates and a per share price of US$4.23 based on the closing sale price of our Common Shares on September 18, 2026. We have not offered any securities pursuant to General Instruction I.B.5 on Form F-3 during the prior 12 calendar months period that ends on and includes the date of this prospectus supplement.
Investing in our Common Shares involves a high degree of risk, including that the trading price of our Common Shares has been subject to volatility and investors in this offering may not be able to sell their Common Shares above the actual offering price or at all. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page S-7 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission, or the SEC, nor any other foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Aggregate gross proceeds from this offering will be approximately US$1.3 million. See “Plan of Distribution” beginning on page S-14 of this prospectus supplement for more information regarding fees and expenses of this offering.
Delivery of the Common Shares offered hereby is expected to be made on or about September 24, 2026, subject to the satisfaction of certain closing conditions.
Prospectus Supplement dated September 23, 2026.
TABLE OF CONTENTS
Prospectus Supplement
| Page | |
| ABOUT THIS PROSPECTUS SUPPLEMENT | S-1 |
| CAUTIONARY REGARDING FORWARD-LOOKING STATEMENTS | S-3 |
| PROSPECTUS SUPPLEMENT SUMMARY | S-4 |
| THE OFFERING | S-6 |
| RISK FACTORS | S-7 |
| USE OF PROCEEDS | S-10 |
| DILUTION | S-11 |
| CAPITALIZATION | S-12 |
| DESCRIPTION OF SECURITIES WE ARE OFFERING | S-13 |
| PLAN OF DISTRIBUTION | S-14 |
| LEGAL MATTERS | S-15 |
| EXPERTS | S-16 |
| ENFORCEABILITY OF CIVIL LIABILITIES | S-17 |
| INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | S-18 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | S-19 |
Prospectus
| About this Prospectus | 1 |
| About Our Company | 2 |
| Risk Factors | 4 |
| Cautionary Note Regarding Forward-Looking Statements | 7 |
| Capitalization | 8 |
| Use of Proceeds | 9 |
| Description of Securities | 10 |
| Plan of Distribution | 15 |
| Expenses | 17 |
| Legal Matters | 18 |
| Experts | 19 |
| Enforceability of Civil Liabilities | 20 |
| Incorporation of Certain Information by Reference | 21 |
| Where You Can Find Additional Information | 22 |
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ABOUT THIS PROSPECTUS SUPPLEMENT
General Advisory
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to this prospectus supplement and the accompanying prospectus combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference herein or therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date specified in the relevant agreement. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, in their entirety before making an investment decision. You should also read and consider the additional information in the documents to which we have referred you in the sections of this prospectus supplement and in the accompanying prospectus entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”
We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of securities and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement is not offering for sale any securities in Canada. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
This prospectus supplement and the accompanying prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus supplement and the accompanying prospectus, including logos, artwork and other visual displays, may appear without the® or TM symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
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Interpretation
Unless the context otherwise indicates, all references to “we,” “us,” “our,” the “Company”, “Corporation”, “Group” and “IMC” refer to IM Cannabis Corp. and its consolidated subsidiaries. Our reporting currency is the Canadian dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus and any prospectus supplement to: (i) “dollars” or “CAD” or “$” are to Canadian dollars; and (ii) “USD” or “US$” are to U.S. dollars.
Market and Industry Data
Unless otherwise indicated, information contained in this prospectus supplement, the accompanying prospectus or in documents incorporated by reference the prospectus supplement or the accompanying prospectus concerning the Company’s industry and the markets in which it operates or seeks to operate is based on information from third party sources, industry reports and publications, websites and other publicly available information, and management studies and estimates. Unless otherwise indicated, the Company’s estimates are derived from publicly available information released by third party sources as well as data from the Company’s own internal research, and include assumptions which the Company believes to be reasonable based on management’s knowledge of the Company’s industry and markets. The Company’s internal research and assumptions have not been verified by any independent source, and the Company has not independently verified any third-party information. While the Company believes that such third-party information to be generally reliable, such information and estimates are inherently imprecise. In addition, projections, assumptions and estimates of the Company’s future performance or the future performance of the industry and markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in this prospectus supplement, in our most recently filed Annual Report on Form 20-F, or our Annual Report, under “Risk Factors”.
Presentation of Financial Information
The financial statements of the Company incorporated by reference in this prospectus supplement are presented in United States dollars and have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which we refer to as IFRS. Certain calculations included in tables and other figures in this prospectus supplement have been rounded for clarity of presentation.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Private Securities Litigation Reform Act of 1995, and other Canadian, Federal and Israeli securities laws. Also, documents that we incorporate by reference into this prospectus supplement, including documents that we subsequently file with the SEC, contain and will contain forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “may,” “will,” “could,” “should,” “expect,” “anticipate” “objective,” “goal,” “intend,” “estimate,” “believe,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference in this prospectus supplement regarding our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
You should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions, including in many cases decisions or actions by third parties, that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this prospectus, the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this prospectus and supplements to this prospectus (if any) under the caption “Risk Factors,” “Use of Proceeds,” and elsewhere in this prospectus as well as in our most recent Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” and “Operating and Financial Review and Prospects,” and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus supplement and the documents incorporated by reference herein.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference in this prospectus supplement. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our Common Shares. For a more complete understanding of our company and this offering, we encourage you to read and consider carefully the more detailed information in this prospectus supplement and the accompanying prospectus, including the information included under the heading “Risk Factors” in this prospectus supplement beginning on page S-7, the information included under the heading “Risk Factors” in the accompanying prospectus beginning on page 4, and the information incorporated by reference in this prospectus supplement and the accompanying prospectus, which is described under “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”
Our Company
Overview
We are an international cannabis company operating in Israel and Germany. Our activities in these jurisdictions include sourcing, importation, distribution and sale of medical cannabis products in compliance with applicable regulatory requirements.
Activities in Israel
In Israel, we operate through I.M.C. Holdings Inc. and its consolidated subsidiary Focus Medical Herbs Ltd., which holds an IMCA license permitting the importation and supply of medical cannabis products. Our operations in Israel primarily consist of importing, distributing and selling medical cannabis products to local medical cannabis retail pharmacies, online platform, distribution centers and logistical hubs in accordance with Israeli regulations. We also maintain certain proprietary genetics through third-party cultivation facilities in Israel. We do not currently operate large-scale cultivation facilities in Israel and rely primarily on imported products that meet applicable quality and regulatory standards.
Our Israeli operations include brand management, regulatory compliance, logistics coordination and relationships with pharmacies and prescribing physicians. Revenue in Israel is generated from the sale of medical cannabis products to pharmacies and other authorized distributors.
We operate in the retail segment. We, through IMC Holdings, hold two licensed pharmacies, each selling medical cannabis products to patients: (i) Vironna Pharm, a pharmacy in the Arab consumer segment, and (ii) R.A Yarok Pharm Ltd., or Pharm Yarok, a large pharmacy in the Sharon plain area and a call center handling deliveries for Pharm Yarok in the country.
We also operate home-delivery services and an online retail platform under the name “Pharm Yarok”, which includes a customer service center. On April 9, 2024, Pharm Yarok entered into a strategic distribution agreement with Vessel Brand Inc., a subsidiary of Flora Growth Corp., a global consumer-packaged goods leader and pharmaceutical distributor, headquartered in Carlsbad, CA, pursuant to which certain cannabis accessory products are offered in Israel. We believe that our retail operations support our distribution activities and provide insights into patient purchasing patterns.
Activities in Germany
In Germany, we operate through our German subsidiary, Adjupharm GmbH, which is authorized to import and distribute medical cannabis products under applicable German and European Union regulations. Our German operations focus on sourcing EU-GMP compliant medical cannabis products from approved suppliers and distributing such products to licensed pharmacies throughout Germany.
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The German market is regulated by the Federal Institute for Drugs and Medical Devices in Germany, and we import volumes that are subject to regulatory requirements, including compliance with applicable pharmaceutical standards. Revenue in Germany is generated from the sale of imported medical cannabis products to pharmacies and other authorized customers.
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. For further information, see “—Recent Developments—Proposed Sale of European Operations”.
Our operations in both jurisdictions are subject to evolving regulatory frameworks, including changes in prescribing practices, import authorizations, product specifications and distribution models, which may affect our revenues, margins and operating results.
Recent Developments
Proposed Sale of European Operations
On August 16, 2026, we entered into a definitive share purchase agreement with Slil.com Holding Ltd., or Slil and I.M.C. Holdings Ltd., or IMC Holdings, to sell our entire equity interest in IMC Holdings, which, following a pre-closing reorganization, will hold our European-focused assets. We will retain our Israeli medical cannabis operations. The consideration consists of a previously received CAD$3.0 million advance from Slil and its assumption of certain liabilities not materially exceeding CAD$9.4 million, subject to agreed adjustments. Closing is subject to customary conditions, including completion of the reorganization, receipt of an Israeli tax certificate and required consents and approvals. The agreement may be terminated if closing has not occurred by September 30, 2026.
Proposed Acquisition of Space Defense Innovations
On September 23, 2026, we announced that we had entered into a non-binding letter of intent to acquire a 51% equity interest, on a fully diluted basis, in Space Defense Innovations LLC, or SDI, a Polish company engaged, through its subsidiary, in distributing tactical unmanned aerial systems in Europe. The proposed consideration comprises our common shares and/or pre-funded warrants, together with a seller loan having a 24-month term, 9% annual interest and warrant coverage equal to 100% of its principal. The contemplated terms also include a five-year option to purchase the remaining SDI shares at the same valuation, majority board appointment rights and our provision of a convertible credit facility of up to EUR 2.3 million to SDI at closing. The proposed acquisition remains subject to satisfactory due diligence, execution of definitive agreements, required approvals, assignment of certain key commercial agreements and customary closing conditions. There can be no assurance that we and SDI will enter into definitive agreements, or that the proposed acquisition will be completed.
Corporate Information
We were incorporated on March 7, 1980 as Nirvana Oil & Gas Ltd, under the laws of the Province of British Columbia, Canada, pursuant to the Business Corporations Act (British Columbia), or BCBCA. We changed our name to “Nirvana Industries Ltd.” on October 6, 1986; then to “Consolidated Nirvana Industries Ltd.” on February 22, 1989; then to “Navasota Resources Ltd.” on June 2, 1995; then to “Anglo Aluminum Corp.” on January 25, 2010; then to “Navasota Resources Inc.” on July 12, 2013 and to our current name “IM Cannabis Corp.” on October 4, 2019”. Our common shares are listed for trade on Nasdaq under the symbol “IMCC”. Our Common Shares previously traded on the Canadian CSE, under the symbol “IMCC” from November 5, 2019 until June 2, 2025.
Our head offices are located at Kibutz Glil Yam, Israel and our registered offices are located at 833 Seymour Street, Suite 3606, Vancouver, British Columbia, V6B 0G4, Canada. Our telephone number is +972-544-331-111. Our website address is https://www.imcannabis.com. The information contained on, or that can be accessed through, our website is not part of this prospectus supplement and is not incorporated by reference herein. We have included our website address in this prospectus solely as an inactive textual reference.
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THE OFFERING
| Common Shares offered by us: | 655,000 Common Shares. | |
| Offering price per Common Share: | US$2.00 per Common Share. | |
| Common Shares outstanding prior to the offering: | 992,494 Common Shares. | |
| Common Shares to be outstanding after this offering: | 1,647,494 Common Shares. | |
| Use of Proceeds | We estimate that our net proceeds from this offering will be approximately US$1.3 million, after deducting estimated fees and offering expenses payable by us. We intend to use the net proceeds from this offering, if any, for working capital and general corporate purposes, which may include evaluating potential additional business opportunities. See “Use of Proceeds.” | |
| Risk Factors | An investment in our Common Shares involves a high degree of risk. See “Risk Factors” beginning on page S-7 for a discussion of some of the factors you should carefully consider before deciding to invest in our Common Shares. | |
| Nasdaq Symbols | Our Common Shares currently trade on Nasdaq under the symbol “IMCC.” |
The number of Common Shares to be outstanding immediately after this offering is based on 992,494 Common Shares outstanding as of September 23, 2026, and excludes, as of that date, the following:
| ● | an aggregate of 941 Common Shares issuable upon the exercise of outstanding options to purchase Common Shares, at exercise prices ranging between US$90 to US$7,200 per Common Share, issued to directors, officers, service providers and employees issued under our stock option plan; | |
| ● | an aggregate of 304,198 Common Shares issuable upon the exercise of outstanding warrants to purchase Common Shares, at exercise prices ranging between CAD$4.63 to CAD$103.50 per Common Share, issued to certain investors pursuant to private placement offerings; and | |
| ● | an aggregate of 6,666 Common Shares issuable upon the exercise of outstanding pre-funded warrants to purchase Common Shares, at exercise prices of CAD$0.003 per Common Share. |
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RISK FACTORS
Investing in our securities involves risks. Please carefully consider the risk factors described below and those contained in our periodic reports filed with the SEC, including those set forth under the caption “Summary Risk Factors” and “Item 3. Key Information - D. Risk Factors” in our Annual Report, which is incorporated by reference into this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. You should be able to bear a complete loss of your investment.
Risks Related to This Offering
Shareholders may experience significant dilution as a result of this offering and potential future offerings.
Purchasers of Common Shares in this offering, as well as our existing shareholders, may experience significant dilution due to the sale and issuance of shares at prices below the price at which they invested. We have previously issued warrants and convertible promissory notes pursuant to which additional Common Shares may be issued upon exercise or conversion, as applicable. If these warrants are exercised in full and these convertible promissory notes are converted in full, the number of our outstanding Common Shares would increase significantly. Accordingly, shareholders will experience significant dilution of their ownership interests. The resale of these additional Common Shares could also further cause the trading price of our Common Shares to decline. The conversion, exercise or resale of these securities, or the perception that such conversion, exercise or resales could occur, could also further cause the market price of Common Shares to decline.
In addition, we may issue additional Common Shares or other equity securities in the future in connection with, among other things, future acquisitions of additional companies or assets, or under our equity incentive plans, in certain cases without shareholder approval. Any such issuance of additional Common Shares or other common share equivalents would have the following effects:
| • | our existing shareholders’ proportionate ownership interest in us will decrease; |
| • | the relative voting strength of each previously outstanding Common Share may be diminished; and |
| • | the market price of our Common Shares may decline. |
Future issuances or sales, or the potential for future issuances or sales, of our Common Shares may cause the trading price of our Common Shares to decline and could impair our ability to raise capital through subsequent equity offerings.
We have issued a significant number of Common Shares and we may do so in the future. Shares to be issued in future equity offerings could cause the market price of our Common Shares to decline and could have an adverse effect on our earnings per share if and when we become profitable. In addition, future sales of our Common Shares or other securities in the public markets, or the perception that these sales may occur, could cause the market price of our Common Shares to decline, and could materially impair our ability to raise capital through the sale of additional securities.
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The market price of our Common Shares could decline due to sales, or the announcements of proposed sales, of a large number of Common Shares in the market, including sales of Common Shares issuable upon exercise of outstanding warrants or conversion of outstanding convertible promissory notes, together with all accrued interest thereon, or other sales of Common Shares by our large shareholders, or the perception that these sales could occur. These sales or the perception that these sales could occur could also depress the market price of our Common Shares and impair our ability to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of Common Shares or other equity-related securities would have on the market price of our Common Shares.
In addition, the Company may issue additional securities in the future, which may dilute a shareholder’s holdings, or a holder of a convertible security’s underlying relative interest, in the Company. The Company’s articles permit the issuance of an unlimited number of Common Shares, and shareholders will have no pre-emptive rights in connection with any such further issuance. The directors of the Company have discretion to determine the price and the terms of further issuances, subject to applicable stock exchange policies. Moreover, additional Common Shares will be issued by the Company on the full exercise of stock options, restricted share units and warrants, issued or to be issued by the Company in the future, and the exercise of any resulting convertible securities of such as applicable.
The number of Common Shares that have been or may be registered for resale pursuant to certain existing resale registration statements and certain resale registration statements we are obligated to file is significant in relation to our currently outstanding Common Shares.
We have filed multiple registration statements registering for resale a substantial number of Common Shares, including Common Shares issuable upon the exercise or conversion of outstanding warrants and convertible promissory notes held by L.I.A. Pure Capital Ltd. We are also contractually obligated to file a resale registration statement for the private placements of warrants and convertible promissory notes to L.I.A. Pure Capital Ltd., which we closed on July 1, 2026, August 7, 2026 and September 2, 2026. The aggregate number of shares covered by these registration statements, including shares underlying convertible and exercisable securities, is substantial and could create a significant overhang in the market for our Common Shares.
The sale of all or a substantial portion of these shares in the market within a short period of time could adversely affect the market price of our Common Shares during the period these registration statements remain effective and could also adversely affect our ability to raise equity capital.
An investment in the Common Shares offered hereby is extremely speculative and there can be no assurance of any return on any such investment.
An investment in the Common Shares offered hereby is extremely speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in us, including the risk of losing their entire investment.
We have broad discretion in the use of the net proceeds we receive from this offering and may not use them effectively.
Our management will have broad discretion in the application of the net proceeds we receive in this offering, including for the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether our management is using the net proceeds appropriately. Because of the number and variability of factors that will determine our use of our net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our Common Shares to decline. Pending their use, we may invest our net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our shareholders.
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Our share price may be subject to substantial volatility, and shareholders may lose all or a substantial part of their investment.
Our Common Shares are currently listed on The Nasdaq Capital Market. There is limited public float, and trading volume historically has been low and sporadic. As a result, the market price for our Common Shares may not necessarily be a reliable indicator of our fair market value. The price at which our Common Shares trades may fluctuate as a result of a number of factors, including the number of shares available for sale in the market, quarterly variations in our operating results, actual or anticipated announcements of new releases by us or competitors, the gain or loss of sources of revenues, changes in the estimates of our operating performance, market conditions in our industry and the economy as a whole.
We are subject to the rules of the Nasdaq Capital Market.
Our Common Shares began trading on Nasdaq on March 1, 2021 and we are subject to the rules and regulations of Nasdaq.
In order to maintain compliance with all continued listing requirements, we pay legal, accounting and compliance fees to advisors and regulatory organizations and will have to continue to pay additional fees if our Common Shares remain listed on Nasdaq. Any changes to rules, regulations policies or guidelines issued by Nasdaq or other regulatory authorities may impact our ability to comply, increase the risk of non-compliance and increase fees we pay to maintain or regain such compliance. There is no assurance that we will be able to comply with the applicable Nasdaq continued listing standards within any projected timeframes, or at all, and maintain listing status on Nasdaq.
On April 9, 2026, we received a deficiency letter from the Listing Qualifications Department of The Nasdaq, notifying us that we were not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of US$1.00 per share. Under Nasdaq Listing Rule 5810(c)(3)(A), we have been granted a period of 180 calendar days until October 6, 2026 to regain compliance with the minimum bid price requirement. We can regain compliance if at any time during this 180-day period the closing bid price of our Common Shares is at least US$1.00 for a minimum of ten consecutive business days, in which case we will be provided with written confirmation of compliance and the matter will be closed. On August 27, 2026, we completed the Share Consolidation and our Common Shares began trading above US$1.00. On September 23, 2026, we received written notice from Nasdaq, indicating that we have regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).The Nasdaq staff made this determination of compliance after the closing bid price of our Common Shares was $1.00 per share or greater for the 18 consecutive business days from August 27 to September 22, 2026. Accordingly, we have regained compliance with Nasdaq Listing Rule 5550(a)(2) and Nasdaq considers the bid price deficiency matter now closed.
Any failure to maintain compliance with applicable continued listing requirements and regulations may result in the delisting of our Common Shares from Nasdaq. Such events may have material adverse effects on our business and financial condition.
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USE OF PROCEEDS
The net proceeds to us, after deducting estimated fees and expenses of the offering, will be approximately US$1.3 million. We intend to use the net proceeds from this offering for working capital and general corporate purposes, which may include evaluating potential additional business opportunities.
As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses of the proceeds from this offering. Accordingly, we will retain broad discretion over the use of such proceeds. There may be circumstances where, for sound business reasons, a re-allocation of funds may be necessary or advisable. The actual amount that we spend in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above, and will depend on a number of factors, including those listed under the heading “Risk Factors” in this prospectus supplement, the prospectus and the documents incorporated by reference herein and therein. If we do not invest or apply the proceeds of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause our share price to decline.
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DILUTION
If you invest in this offering, your ownership interest will be diluted immediately to the extent of the difference between the offering price per Common Share and the pro forma as adjusted net tangible book value per Common Share immediately after this offering.
Our net tangible book value is determined by dividing our total tangible assets, less total liabilities, by the number of our Common Shares outstanding as of June 30, 2026. Our net tangible book value as of June 30, 2026, was negative US$5.73 million, or negative US$10.55 per Common Share. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of Common Shares in this offering and the net tangible book value per share of our Common Shares immediately after this offering.
Our pro forma net tangible book of our Common Shares was approximately negative US$5.10 million, or negative US$9.39 per Ordinary Share, based on 543,422 Common Shares outstanding as of June 30, 2026, after giving effect to: (i) the issuance on July 1, 2026 of a convertible note in the principal amount of US$225,000, convertible into up to 277,228 Common Shares, and accompanying warrants to purchase up to 46,446 Common Shares, for cash proceeds of US$202,500; (ii) the issuance on August 6, 2026 of a convertible note in the principal amount of US$250,000, convertible into up to 383,142 Common Shares, and accompanying warrants to purchase up to 68,418 Common Shares, for cash proceeds of US$225,000; and, (iii) the issuance on September 2, 2026 of a convertible note in the principal amount of US$225,000, convertible into up to 378,553 Common Shares, and accompanying warrants to purchase up to 77,855 Common Shares, for cash proceeds of US$202,500.
After giving effect to (i) the sale of 655,000 Common Shares in this offering at a price of US$2.00 per Common Share, after deducting estimated offering expenses, our pro forma as adjusted net tangible book value as of June 30, 2026, would have been approximately negative US$3.83 million, or approximately negative US$3.20 per Common Share. This represents an immediate increase in net tangible book value of approximately US$7.35 per Common Share to our existing security holders and an immediate dilution in as adjusted net tangible book value of approximately US$6.19 per share to purchasers of our Common Shares in this offering, as illustrated by the following table:
| Offering price per common share | US$ | 2.00 | ||||||
| Net tangible book value per common share as of June 30, 2026 | (10.55 | ) | ||||||
| Pro forma net tangible book value per common share as of June 30, 2026 | (9.39 | ) | ||||||
| Increase in net tangible book value per common share attributable to this offering | 6.19 | |||||||
| Pro forma as adjusted net tangible book value per common share as of June 30, 2026, after giving effect to this offering | US$ | (3.20 | ) | |||||
| Dilution in as adjusted net tangible book value per common share to investors participating in this offering | US$ | 5.19 |
The above discussion is based on 543,422 Common Shares outstanding as of June 30, 2026, and excludes the following:
| ● | an aggregate of 941 Common Shares issuable upon the exercise of outstanding options to purchase Common Shares, at exercise prices ranging between US$90 to US$7,200 per Common Share, issued to directors, officers, service providers and employees issued under our stock option plan; | |
| ● | an aggregate of 108,479 Common Shares issuable upon the exercise of outstanding warrants to purchase Common Shares, at exercise prices ranging between CAD$102.90 to CAD$103.50 per Common Share, issued to certain investors pursuant to private placement offerings; and | |
| ● | an aggregate of 6,666 Common Shares issuable upon the exercise of outstanding pre-funded warrants to purchase Common Shares, at exercise prices of CAD$0.003 per Common Share. |
To the extent that options and warrants outstanding as of June 30, 2026, have been or may be exercised or converted or we issue other shares, investors may experience further dilution. In addition, we may seek to raise additional capital in the future through the sale of equity or convertible debt securities. To the extent we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our shareholders.
S - 11
CAPITALIZATION
The following table sets forth our cash and cash equivalents and consolidated capitalization as of June 30, 2026:
| ● | on an actual basis; | |
| ● | on a pro forma basis to give effect to (i) the issuance on July 1, 2026 of a convertible note in the principal amount of US$225,000, convertible into up to 277,228 Common Shares, and accompanying warrants to purchase up to 49,446 Common Shares, for cash proceeds of US$202,500; (ii) the issuance on August 7, 2026 of a convertible note in the principal amount of US$250,000, convertible into up to 383,142 Common Shares, and accompanying warrants to purchase up to 68,418 Common Shares, for cash proceeds of US$225,000; and, (iii) the issuance on September 2, 2026 of a convertible note in the principal amount of US$225,000, convertible into up to 378,553 Common Shares, and accompanying warrants to purchase up to 77,855 Common Shares, for cash proceeds of US$202,500; and | |
| ● | on a pro forma as adjusted pro forma basis to give effect to (i) the sale of 655,000 Common Shares in this offering at a price of US$2.00 per Common Share, and after deducting estimated offering expenses. |
You should read this table in conjunction with our Interim Consolidated Financial Statements as of and for the six months ended June 30, 2026 and “Management's Discussion and Analysis for the six months ended June 30, 2026” attached as Exhibits 99.2 and 99.3, respectively, to our Report of Foreign Private Issuer on Form 6-K, furnished with the SEC on August 13, 2026 and incorporated by reference int this prospectus supplement.
| As of June 30, 2026 | ||||||||||||
| Canadian dollars in CAD$ thousands | Actual | Pro forma | pro forma as adjusted | |||||||||
| Cash | $ | 1,617 | $ | 2,247 | $ | 3,522 | ||||||
| Total debt | $ | 30,321 | $ | 31,021 | $ | 31,021 | ||||||
| Shareholders’ deficit: | ||||||||||||
| Share capital and share premium | 274,847 | 274,847 | 276,122 | |||||||||
| Capital reserve from translation differences of foreign operations | (3,345 | ) | (3,345 | ) | (3,345 | ) | ||||||
| Amount received on account of financial instruments and other | 2,062 | 2,062 | 2,062 | |||||||||
| Capital reserve from share-based payment transactions | 475 | 475 | 475 | |||||||||
| Capital reserve from transaction with non-controlling interests | (2,872 | ) | (2,872 | ) | (2,872 | ) | ||||||
| Capital reserve from transaction with controlling shareholder | 33 | 33 | 33 | |||||||||
| Accumulated deficit | (276,739 | ) | (276,809 | ) | (276,809 | ) | ||||||
| Non-controlling interest | (90 | ) | (90 | ) | (90 | ) | ||||||
| Total deficit | (5,629 | ) | (5,699 | ) | (4,424 | ) | ||||||
| Total capitalization | 24,692 | 25,322 | 26,597 | |||||||||
The above discussion is based on 543,422 Common Shares outstanding as of June 30, 2026, and excludes the following:
| ● | an aggregate of 941 Common Shares issuable upon the exercise of outstanding options to purchase Common Shares, at exercise prices ranging between US$90 to US$7,200 per Common Share, issued to directors, officers, service providers and employees issued under our stock option plan; | |
| ● | an aggregate of 108,479 Common Shares issuable upon the exercise of outstanding warrants to purchase Common Shares, at exercise prices ranging between CAD$102.90 to CAD$103.50 per Common Share, issued to certain investors pursuant to private placement offerings; and | |
| ● | an aggregate of 6,666 Common Shares issuable upon the exercise of outstanding pre-funded warrants to purchase Common Shares, at exercise prices of CAD$0.003 per Common Share. |
S - 12
DESCRIPTION OF SECURITIES WE ARE OFFERING
We are offering 655,000 Common Shares directly to certain investors pursuant to this prospectus supplement and the accompanying prospectus. The Common Shares are registered under Section 12 of the Exchange Act and are traded on Nasdaq under the symbol “IMCC”. No other securities of the Company are registered under Section 12 of the Exchange Act. The following description of our Common Shares is a summary of the material terms of such securities. For more information, we refer you to our Articles, a copy of which was filed as Exhibit 1.1 to our Annual Report on Form 20-F for the year ended December 31, 2025.
Authorized Capital Stock
The Company is authorized to issue an unlimited number of Common Shares, no par value. As of September 23, 2026, the Company had 992,494 Common Shares issued and outstanding.
Common Shares
The holders of our Common Shares are entitled to one vote for each share held at any meeting of shareholders. The holders of our Common Shares are entitled to receive dividends as and when declared by our board of directors. Subject to the rights of the registered holders of the preferred shares, in the event of the liquidation, dissolution or winding-up or other distribution of the assets of the Company among its shareholders for the purpose of winding up the affairs of the Company, whether voluntary or involuntary, the registered holders of the Company’s Common Shares are entitled to share, pari passu, on a share for share basis, in the distribution of the remaining property or assets of the Company. There are no pre-emptive, redemption, purchase or conversion rights attaching to our Common Shares. There are no sinking fund provisions applicable to our Common Shares. The Common Shares offered in this offering, upon payment and delivery in accordance with the securities purchase agreements, will be fully paid and non-assessable.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Shares is Computershare Investor Services Inc. Its address is 510 Burrard St., 3rd Floor, Vancouver, British Columbia, V6C 3B9 and its telephone number is 1-800-564-6253.
S - 13
PLAN OF DISTRIBUTION
Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 655,000 Common Shares. The Common Shares are being sold directly to certain accredited investors pursuant to a securities purchase agreement dated September 23, 2026.
The Common Shares are being sold at a purchase price of US$2.00 per share.
The Common Shares were offered directly to the investors without a placement agent, underwriter, broker or dealer.
We currently anticipate that the closing of the sale of the Common Shares will take place on September 24, 2026.
The transfer agent and registrar for our Common Shares is Computershare Investor Services Inc. Its address is 510 Burrard St., 3rd Floor, Vancouver, British Columbia, V6C 3B9 and its telephone number is 1-800-564-6253.
Our Common Shares are listed on The Nasdaq Capital Market under the symbol “IMCC.”
S - 14
LEGAL MATTERS
Certain legal matters concerning this offering will be passed upon for us by Sullivan & Worcester LLP, New York, New York. Certain legal matters with respect to the legality of the issuance of the securities offered by this prospectus and other legal matters concerning this offering relating to Canadian law will be passed upon for us by Boughton Law Corporation, Vancouver, British Columbia, Canada.
S - 15
EXPERTS
The financial statements incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F for the years ended December 31, 2025 and 2024 have been so incorporated in reliance on the report of Fahn Kanne & Co. Grant Thornton Israel, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of IM Cannabis Corp. incorporated by reference in IM Cannabis Corp.'s Annual Report (Form 20-F) for the year ended December 31, 2023, have been audited by Kost Forer Gabbay & Kasierer, a member of EY Global, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), incorporated by reference therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
S - 16
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the Province of British Columbia, Canada. Service of process upon us and upon our directors and officers named in the registration statement of which this prospectus forms a part, a substantial majority of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and a substantial of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.
We have been informed by our legal counsel in Canada, Boughton Law Corporation, that it may be difficult to assert U.S. securities law claims in original actions instituted in Canada. Canadian courts may refuse to hear a claim based on a violation of U.S. securities laws because Canada is not the most appropriate forum to bring such a claim. In addition, even if a Canadian court agrees to hear a claim, it may determine that Canadian law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Canadian law.
Subject to specified time limitations and legal procedures, Canadian courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:
| • | the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Canada; |
| • | the judgment is final and is not subject to any right of appeal; |
| • | the prevailing law of the foreign state in which the judgment was rendered allows for the enforcement of judgments of Canadian courts; |
| • | adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence; |
| • | the liabilities under the judgment are enforceable according to the laws of British Columbia, Canada and the judgment and the enforcement of the civil liabilities set forth in the judgment is not contrary to the law or public policy in British Columbia, Canada nor likely to impair the security or sovereignty of British Columbia, Canada; |
| • | the judgment was not obtained by fraud and does not conflict with any other valid judgments in the same matter between the same parties; |
| • | an action between the same parties in the same matter is not pending in any British Columbia court at the time the lawsuit is instituted in the foreign court; and |
| • | the judgment is enforceable according to the laws of British Columbia, Canada and according to the law of the foreign state in which the relief was granted. |
If a foreign judgment is enforced by a British Columbia court, it generally will be payable in Canadian currency, which can then be converted into non-Canadian currency and transferred out of Canada. The usual practice in an action before a British Columbia court to recover an amount in a non-Canadian currency is for the British Columbia court to issue a judgment for the equivalent amount in Canadian currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of a British Columbia court stated in Canadian currency ordinarily will be linked to the Canadian consumer price index plus interest at the annual statutory rate set by British Columbia regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
S - 17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We are allowed to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. We incorporate by reference in this prospectus the documents listed below, and any future Annual Reports on Form 20-F or Reports on Form 6-K (to that extent that such Form 6-K indicates that it is intended to be incorporated by reference herein) filed with the SEC pursuant to the Exchange Act prior to the termination of the offering. The documents we incorporate by reference are:
| ● | Our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026; | |
| ● | Our Reports of Foreign Private Issuer on Form 6-K filed on March 31, 2026, April 6, 2026, April 10, 2026, May 7, 2026, May 13, 2026 (excluding the section titled “Management Commentary” of Exhibit 99.1, Exhibit 99.4 and Exhibit 99.5 thereto) and June 3, 2026, June 9, 2026, June 18, 2026, July 1, 2026, July 27, 2026, August 7, 2026, August 13, 2026 (excluding Exhibit 99.4 and Exhibit 99.5 thereto), August 17, 2026, August 18, 2026, August 27, 2026, September 2, 2026, September 23, 2026 and September 23, 2026; and, | |
| ● | The description of our securities contained in our Form 40-FR12B (File No. 001-40065), filed with the SEC on February 12, 2021, as amended by Exhibit 2.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026. |
As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus supplement, you should rely on the statements made in the most recent document. All information appearing in this prospectus supplement is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.
We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at: Beit Hakshatot, Kibutz Glil-Yam, Israel, 4690500, Tel: +972-54-2815033; Attention: Asi Levi.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement is accurate only as of the date on the front cover of this prospectus supplement, or such earlier date, that is indicated in this prospectus supplement. Our business, financial condition, results of operations and prospects may have changed since that date.
S - 18
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are a British Columbia company and are a “foreign private issuer” as defined in Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. Further, our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act and for so long as we remain a foreign private issuer incorporated in Canada and subject to National Instrument 55-104 in Canada, our directors, officers and principal shareholders are exempt from the reporting provisions contained in Section 16 of the Exchange Act.
In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, on a Report of Foreign Private Issuer on Form 6-K, unaudited interim financial information.
We maintain a corporate website at https://www.imcannabis.com. We will post on our website any materials required to be so posted on such website under applicable corporate or securities laws and regulations, including any notices of general meetings of our shareholders.
The SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. Information contained on, or that can be accessed through, our website and other websites listed in this prospectus do not constitute a part of this prospectus. We have included these website addresses in this prospectus solely as inactive textual references.
This prospectus supplement is part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the rules and regulations of the SEC, this prospectus supplement does not contain all the information set forth in the registration statement and the exhibits thereto filed with the SEC. For further information with respect to us and the securities offered hereby, you should refer to the complete registration statement on Form F-3, which may be obtained from the locations described above. Statements contained in this prospectus supplement about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual document.
S - 19
| PROSPECTUS |
|
About this Prospectus
|
1 |
|
About Our Company
|
2 |
|
Risk Factors
|
4 |
|
Cautionary Note Regarding Forward-Looking Statements
|
7 |
|
Capitalization
|
8 |
|
Use of Proceeds
|
9 |
|
Description of Securities
|
10 |
|
Plan of Distribution
|
15 |
|
Expenses
|
17 |
|
Legal Matters
|
18 |
|
Experts
|
19 |
|
Enforceability of Civil Liabilities
|
20 |
|
Incorporation of Certain Information by Reference
|
21 |
|
Where You Can Find Additional Information
|
22 |
| • |
We began working with a new processing facility to improve gross margin and enhance business flexibility.
|
| • |
Reducing shipping and distribution costs through efficiency measures, service provider replacements, and outsourcing.
|
| • |
Streamlining operations by reducing headcount and closing the trading house to optimize costs.
|
| • |
Addressing higher costs and operational challenges due to flight disruptions caused by the multi-front conflict Israel is facing, which began in October 2023.
|
| • |
The liquidity of our common shares;
|
| • |
the market price of our common shares;
|
| • |
our ability to obtain financing for the continuation of our operations;
|
| • |
the number of institutional and general investors that will consider investing in our common shares;
|
| • |
the number of investors in general that will consider investing in our common shares;
|
| • |
the number of market makers in our common shares;
|
| • |
the availability of information concerning the trading prices and volume of our common shares; and
|
| • |
the number of broker-dealers willing to execute trades in shares of our common shares.
|
|
Canadian dollars in thousands
|
As of
March 31, 2025 |
|||
|
Cash and cash equivalents
|
$
|
1,389
|
||
|
Debt:
|
||||
|
Bank loans and credit facilities
|
7,669
|
|||
|
Convertible debt
|
2,042
|
|||
|
Total debt
|
$
|
9,711
|
||
|
Shareholders’ equity:
|
||||
|
Share capital and share premium
|
265,000
|
|||
|
Capital reserve from translation differences of foreign operations
|
(1,502
|
)
|
||
|
Conversion feature related to convertible debentures
|
297
|
|||
|
Capital reserve from share-based payment transactions
|
158
|
|||
|
Accumulated deficit
|
(258,629
|
)
|
||
|
Total equity
|
$
|
5,234
|
||
|
Total capitalization
|
$
|
15,035
|
||
| • |
the title of the warrants;
|
| • |
the aggregate number of the warrants;
|
| • |
exchange distributions and/or secondary distributions;
|
| • |
the number of securities purchasable upon exercise of the warrants;
|
| • |
the designation and terms of the securities, if any, with which the warrants are issued, and the number of the warrants issued with each such offered security;
|
| • |
the date, if any, on and after which the warrants and the related securities will be separately transferable;
|
| • |
the price at which, and form of consideration for which, each security purchasable upon exercise of the warrants may be purchased;
|
| • |
the date on which the right to exercise the warrants will commence and the date on which the right will expire;
|
| • |
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
| • |
the manner in which the warrants may be exercised, which may include by cashless exercise;
|
| • |
the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
|
| • |
the terms of any rights to redeem or call the warrants;
|
| • |
any provisions for changes to or adjustments in the exercise price or number of Common Shares issuable upon exercise of the warrants;
|
| • |
information with respect to book-entry procedures, if any;
|
| • |
if applicable, a discussion of the material Canadian and U.S. income tax considerations applicable to the issuance or exercise of such warrants;
|
| • |
the anti-dilution and adjustment of share capital provisions of the warrants, if any;
|
| • |
the minimum or maximum amount of the warrants which may be exercised at any one time;
|
| • |
any circumstances that will cause the warrants to be deemed to be automatically exercised; and
|
| • |
any other material terms of the warrants.
|
| • |
the terms of the units and of the Common Shares and/or warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
| • |
a description of the terms of any unit agreement governing the units or any arrangement with an agent that may act on our behalf in connection with the unit offering;
|
| • |
a description of the provisions for the payment, settlement, transfer or exchange of the units; and any material provisions of the governing unit agreement that differ from those described above.
|
| ● |
a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
| ● |
purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
|
| ● |
exchange distributions and/or secondary distributions;
|
| ● |
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
|
| ● |
to one or more underwriters for resale to the public or to investors;
|
| ● |
through agents;
|
| ● |
in an “at the market offering,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
|
| ● |
directly to a purchaser pursuant to what is known as an “equity line of credit” as described below;
|
| ● |
transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions; or
|
| ● |
through a combination of these methods of sale.
|
| ● |
a fixed price or prices, which may be changed;
|
| ● |
market prices prevailing at the time of sale;
|
| ● |
prices related to prevailing market prices; or
|
| ● |
negotiated prices.
|
| ● |
the name or names of any agents, dealers or underwriters;
|
| ● |
the purchase price of the securities being offered and the proceeds we will receive from the sale;
|
| ● |
any over-allotment options under which underwriters may purchase additional securities from us;
|
| ● |
any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
|
| ● |
the public offering price;
|
| ● |
any discounts or concessions allowed or re-allowed or paid to dealers; and
|
| ● |
any securities exchanges or markets on which such securities may be listed.
|
|
SEC registration fee
|
|
$
|
7,655
|
|
|
Printer fees and expenses
|
|
$
|
500
|
|
|
Legal fees and expenses
|
|
$
|
40,000
|
|
|
Accounting fees and expenses
|
|
$
|
35,000
|
|
|
Miscellaneous
|
|
$
|
2,500
|
|
|
Total
|
|
$
|
85,655
|
| ● |
the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Canada;
|
| ● |
the judgment is final and is not subject to any right of appeal;
|
| ● |
the prevailing law of the foreign state in which the judgment was rendered allows for the enforcement of judgments of Canadian courts;
|
| ● |
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
|
| ● |
the liabilities under the judgment are enforceable according to the laws of British Columbia, Canada and the judgment and the enforcement of the civil liabilities set forth in the judgment is not contrary to the law or public policy in
British Columbia, Canada nor likely to impair the security or sovereignty of British Columbia, Canada;
|
| ● |
the judgment was not obtained by fraud and does not conflict with any other valid judgments in the same matter between the same parties;
|
| ● |
an action between the same parties in the same matter is not pending in any British Columbia court at the time the lawsuit is instituted in the foreign court; and
|
| ● |
the judgment is enforceable according to the laws of British Columbia, Canada and according to the law of the foreign state in which the relief was granted.
|
| ● |
Our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025;
|
| ● |
Our Reports of Foreign Private Issuer on Form 6-K filed on April 3, 2025, April 11, 2025, May 5, 2025, May 6, 2025, May 7, 2025, May 15, 2025, May 27, 2025, May 28, 2025; and
|
| ● |
The description of our securities contained in our Form 40-FR12B (File No. 001-40065), filed with the SEC on February
12, 2021, as amended by Exhibit 2.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025.
|
22
IM CANNABIS CORP.
655,000 Common Shares
PROSPECTUS SUPPLEMENT
September 23, 2026