Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
On September 24, 2026, IM Cannabis Corp. (the “Company”)
issued a press release titled: “IM Cannabis Announces Closing of US$1.31 Million Registered Direct Offering of Common Shares”.
A copy of this press release is furnished herewith as Exhibit 99.1
This Report of Foreign Private Issuer on Form
6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-296637, 333-293236, 333-289571 and 333-288346 )
filed with the SEC to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the
extent not superseded by documents or reports subsequently filed or furnished.
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Exhibit 99.1
IM Cannabis Announces
Closing of US$1.31 Million Registered Direct Offering of Common Shares
VANCOUVER and GLIL YAM, Israel, September 24,
2026 (GLOBE NEWSWIRE) -- IM Cannabis Corp. (“IMCC” or the “Company”) (Nasdaq: IMCC), a medical cannabis
company with operations in Israel and Germany, today announced the closing of its previously announced registered direct offering (the
“Offering”), pursuant to which the Company sold and issued 655,000 common shares, no par value per share (the “Common
Shares”), to certain accredited investors at a purchase price of US$2.00 per Common Share, resulting in aggregate gross proceeds
to the Company of US$1.31 million, before deducting offering expenses.
The Company intends to use the net proceeds from
the Offering for working capital and general corporate purposes, which may include evaluating potential additional business opportunities.
The Offering was made pursuant to the Company’s
effective shelf registration statement on Form F-3 (File No. 333-288346) which was declared effective by the Securities and Exchange
Commission (the “SEC”) on July 9, 2025. The Common Shares were offered and sold only by means of a prospectus supplement
and the accompanying base prospectus forming part of the effective registration statement. The prospectus supplement and accompanying
base prospectus relating to the Offering were filed with the SEC and are available on the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of such securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
Related Party Transaction
INVEST-PRO - SHUKAI HON LTD. (“Invest-Pro”),
a company which Eli Zamir, a director of the Company, is also a director of, subscribed for 164,585 Common Shares at a price of US$2.00
per Common Share for an aggregate subscription price of US$329,170 under the Offering. Accordingly, the issuance of Common Shares to Invest-Pro
constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). Absent an available exemption, MI 61-101 would have required
the Company to obtain a formal valuation in respect of, and minority shareholder approval for, the related party transaction before its
completion. However, in completing the Offering, the Company relied on the exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e), respectively, on the basis of financial hardship.
Reliance on those exemptions was based on, among
other things, the determinations by the board of directors of the Company, acting in good faith, and by at least two-thirds of the independent
directors of the Company, acting in good faith, that: (i) the Company was in serious financial difficulty; (ii) the Offering was designed
to improve the financial position of the Company; and (iii) the terms of the Offering were reasonable in the circumstances of the Company.
The circumstances described in section 5.5(f) of MI 61-101 were not applicable. The Company also relied on the minority shareholder approval
exemption on the basis that there was no requirement, corporate or otherwise, to hold a meeting to obtain approval of the holders of any
class of affected securities in connection with the Offering.
The Offering was approved by all directors who
were independent in respect of the Offering for purposes of MI 61-101. Eli Zamir disclosed his interest in the Offering, did not participate
in the independent directors’ consideration of the Offering and abstained from voting on the resolutions approving Invest-Pro’s
participation in the Offering and the Company’s reliance on the exemptions under MI 61-101. No special committee was established
in connection with the Offering.
Further details regarding the Offering and the
related party transaction will be provided in a material change report to be filed by the Company. The Company did not file a material
change report in respect of the related party transaction at least 21 days before the closing of the Offering because the details of Invest-Pro’s
participation were not finalized until shortly before closing of the Offering. The Company determined that the shorter period was reasonable
and necessary in the circumstances, given the Company’s financial condition, liquidity position and debt obligations, and the benefits
of completing the Offering on an expedited basis.
About IM Cannabis Corp.
IMCC (Nasdaq: IMCC) is an international company
currently operating a medical cannabis platform serving patients in Israel and, through Adjupharm GmbH, Germany. As previously announced
on August 17, 2026, the Company has entered into an agreement to sell I.M.C. Holdings Ltd. Upon completion of that transaction, the Company
expects to retain its Israeli medical cannabis operations, while the German operations conducted through Adjupharm GmbH are expected to
be held indirectly by the purchaser.
The IMCC ecosystem operates in Israel through
its subsidiaries, which import and distribute cannabis to medical patients, leveraging years of proprietary data and patient insights.
The Company also operates medical cannabis retail pharmacies and online platforms in Israel that enable the safe delivery and quality
control of IMCC’s products throughout the value chain.
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”).
Forward-looking statements are often, but not always, identified by words such as “may,” “will,” “could,”
“would,” “should,” “expect,” “intend,” “anticipate,” “believe,”
“plan,” “estimate,” “likely,” “potential” and similar expressions, or statements that
events, conditions or results “may,” “will,” “could,” “would” or “should”
occur or be achieved.
Forward-looking statements in this press release
include, without limitation, statements regarding: the Company’s intended use of the net proceeds from the Offering; the Company’s
evaluation or pursuit of potential additional business opportunities; the expected completion of the pending sale of I.M.C. Holdings Ltd.;
the Company’s expected retention of its Israeli medical cannabis operations following completion of that transaction; and the expected
disposition of the Company’s German operations.
Forward-looking statements are based on a number
of assumptions, including, among others: that the Company will use the net proceeds from the Offering substantially as currently intended;
that suitable additional business opportunities may be identified and pursued; that the parties to the pending sale of I.M.C. Holdings
Ltd. will satisfy or waive, as applicable, the conditions to closing; that the required consents, approvals, releases and tax certificates
will be obtained on acceptable terms and within the required timeframe; and that the pending sale will be completed on the terms currently
contemplated.
Forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause actual results, events or developments to differ materially from those
expressed or implied by such forward-looking statements. These risks and uncertainties include, without limitation: the risk that the
Company uses the net proceeds from the Offering differently from its current intentions; the risk that the Company does not identify or
complete suitable additional business opportunities; the risk that the pending sale of I.M.C. Holdings Ltd. is not completed on the terms
or within the timeframe currently contemplated, or at all; the risk that required consents, approvals, releases, tax certificates or clearances
are not obtained, are delayed or are obtained on unacceptable terms; the risk that the anticipated financial and operational benefits
of the pending sale are not realized or are less than expected; the risk that the Company is unable to maintain or regain compliance with
the continued listing requirements of the Nasdaq Capital Market; risks relating to the Company’s liquidity position, going concern
disclosure, debt obligations and ability to raise additional capital; risks relating to the medical cannabis industry in Israel, Germany
and other jurisdictions in which the Company or its subsidiaries operate; regulatory and licensing risks; supply chain constraints; competition;
product liability; reliance on key personnel; war, conflict and civil unrest in the Middle East and Eastern Europe; and the other risks,
uncertainties and factors described under the heading “Risk Factors” in the Company’s annual report for the year ended
December 31, 2025, which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
Forward-looking statements are made as of the
date of this press release and are based on the beliefs, estimates, expectations and opinions of management as of that date. The Company
does not undertake any obligation to update any forward-looking statements, except as required by applicable securities laws. Investors
should not place undue reliance on forward-looking statements. The forward-looking statements contained in this press release are expressly
qualified by this cautionary statement.
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