UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026 (Report
No. 2)
Commission File Number: 001-40065
IM Cannabis
Corp.
(Exact Name of Registrant as Specified in Charter)
Kibbutz Glil Yam, Central District, Israel 4690500
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
Press Release
On September 23, 2026, IM Cannabis Corp. (the
“Company”) issued a press release titled: “IM Cannabis Enters Non-Binding Agreement to Acquire 51% of Space Defense
Innovations, Operating in the European Tactical UAS Market”. A copy of this press release is furnished herewith as Exhibit 99.1.
Incorporation by Reference
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 U.S. Securities and Exchange Commission 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on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
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| 99.1 |
Press Release dated September 23, 2026, titled “IM Cannabis Enters
Non-Binding Agreement to Acquire 51% of Space Defense Innovations, Operating in the European Tactical UAS Market”. |
SIGNATURE
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.
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|
IM CANNABIS CORP. |
| |
|
(Registrant) |
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| Date: |
September 23, 2026 |
By: |
/s/ Oren Shuster |
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Name: |
Oren Shuster |
| |
|
Title: |
Chief Executive Officer and Director |
Exhibit 99.1
IM Cannabis Enters
Non-Binding Agreement to Acquire 51% of Space
Defense Innovations,
Operating in the European Tactical UAS Market
The Company has entered a non-binding Letter
of Intent to acquire control of Space Defense Innovations LLC,
which is engaged in distributing BlueBird Aero
Systems’ advanced tactical UAS and unique Hybrid Fixed-Wing
VTOL-UAS platforms in Europe
VANCOUVER and GLIL YAM, Israel, September 23, 2026 /PRNewswire/ --
IM Cannabis Corp. ("IMCC" or the "Company") (Nasdaq: IMCC), today announced that it has entered into a non-binding
Letter of Intent (the “LOI”) to acquire 51% of the issued and outstanding equity securities of Space Defense Innovations LLC,
a Polish limited liability company (“SDI”), on a fully diluted basis.
SDI, through its wholly owned subsidiary BlueAero Group Sp. z o.o.,
operates in the unmanned aerial systems (“UAS”) sector, is a reseller and, upon receipt of applicable regulatory licenses,
is expected to become a manufacturer of BlueBird Aero Systems’ (“BlueBird”) tactical UAS and unique Hybrid Fixed-Wing
VTOL-UAS Products (the “Products”) in Europe with exclusivity in Poland.
From VTOL ISR (vertical take-off and landing with intelligence, surveillance,
and reconnaissance) platforms to loitering munition, 3-dimensional mapping capabilities and vast field proven experience, the Products
combine advanced Israeli technology and military experience with proprietary in-house design, development and manufacturing. BlueBird’s
comprehensive ISO 9001:2015 certified capabilities include: infrastructure, composite materials, mechanical, electronic and aeronautical
engineering, as well as software development.
The transaction aligns with the Company’s stated objective of
evaluating and building technology-driven businesses beyond its core medical cannabis operations in Israel and Germany.
Under the terms of the LOI, IMCC will acquire 51% of SDI for a combination
of IMCC common shares (capped so that no SDI shareholder beneficially owns more than 19.99% of IMCC) and/or pre-funded warrants, plus
a 24-month seller loan bearing 9% annual interest with 100% warrant coverage on the principal (exercisable at a 25% premium to the closing
price on the date definitive agreements are signed). IMCC will also receive a five-year call option to acquire the remaining SDI shares
at the same valuation, the right to appoint a majority of SDI’s board, and will provide SDI at closing with an on-demand line of
credit of up to EUR 2.3 million (36-month maturity) convertible at IMC’s discretion into SDI shares at the fair-market valuation
established at closing, subject to a minimum company valuation of no less than US$5 million supported by an independent valuation report.
The parties aim to execute definitive agreements within 60 days. The
LOI is non-binding except for customary confidentiality, exclusivity, and governing law provisions. Closing remains subject to satisfactory
due diligence (at IMCC’s sole discretion), negotiation of definitive agreements, receipt of all required corporate, governmental
and third-party approvals, assignment of certain key commercial agreements, and other customary conditions. There can be no assurance
that the parties will enter into definitive agreements or that the proposed transaction will be completed.
About IM Cannabis Corp.
IMC (Nasdaq: IMCC) is an international company
currently operating a medical cannabis platform serving patients in Israel and Germany. 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.
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 entire value chain.
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 is considered 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: SDI expecting
to become a manufacturer of BlueBird Products; the proposed terms and proposed transaction with SDI; the expected timeline for executing
definitive documentation with respect to the proposed transaction with SDI; and the Company’s objective of evaluating and building
technology-driven businesses beyond its core medical cannabis operations in Israel. The above list of forward-looking statements and assumptions
is 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 fulfill 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 that Israel is facing on the Company, its operations and the medical cannabis industry in Israel and
globally; 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; and the Company's inability to take advantage of the legalization of medicinal cannabis
in Germany.
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.
Company Contact:
Michal Efraty
Investor & Public Relations
michal@efraty.com
Oren Shuster, CEO
IM Cannabis Corp.
info@imcannabis.com
