IM Cannabis (Nasdaq: IMCC) closes US$225,000 convertible note and issues 781,250-share warrant

Rhea-AI Filing Summary

IM Cannabis Corp. entered into a private placement with an institutional investor, issuing a US$225,000 convertible note and a warrant for up to 781,250 common shares. The company received net proceeds of US$202,500, which it plans to use for general corporate purposes.

The note carries 8% annual interest, rising to 14% on default, and is repayable only in common shares. The conversion price is the lower of a fixed US$0.288 per share or 90% of the lowest 20-day volume-weighted average price, subject to a US$0.0576 floor and a 4.99% beneficial ownership cap.

The warrant is exercisable immediately at C$0.40 per share for five years, until June 3, 2031. IM Cannabis agreed to reserve sufficient shares and file a Form F-3 resale registration statement for the note conversion shares and warrant shares within agreed timeframes.

Insights

Convertible securities analyst

Small structured financing adds equity-linked capital with dilution controls.

IM Cannabis raised US$225,000 via a convertible note carrying 8% interest and a variable conversion price with a fixed ceiling of US$0.288 and a floor of US$0.0576. Repayment entirely in shares shifts liability into future equity issuance.

The attached warrant for 781,250 shares at C$0.40 adds further potential dilution. A 4.99% beneficial ownership cap and resale registration commitments on Form F-3 structure how and when the investor can convert and sell. Actual impact depends on future share prices and investor conversion behavior.

Key Figures

Convertible note principal: US$225,000 Net proceeds: US$202,500 Note interest rate: 8.0% per annum (14.0% on default) +5 more

8 metrics

Convertible note principal US$225,000 Principal amount of June 3, 2026 note

Net proceeds US$202,500 Net proceeds from the Offering

Note interest rate 8.0% per annum (14.0% on default) Interest on convertible note

Fixed conversion price US$0.288 per share Fixed price option for note conversion

Floor conversion price US$0.0576 per share Minimum conversion price under note

Warrant shares 781,250 shares Maximum shares purchasable under warrant

Warrant exercise price C$0.40 per share Exercise price for warrant shares

Beneficial ownership cap 4.99% of outstanding shares Limit on ownership after note conversion

Key Terms

convertible note, original issuance discount, volume-weighted average price, beneficial ownership cap, +2 more

6 terms

convertible note financial

"announced the closing of a US$225,000 convertible note financing in a private placement"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

original issuance discount financial

"a note in the principal amount of US$225,000, with an original issuance discount of 10%"

Original issuance discount (OID) is the difference between a debt security’s face value and a lower price at which it is sold when first issued, similar to buying a $1,000 loan for $900. Investors receive the full face value at maturity, so the gap boosts the effective yield above the stated interest rate and affects how income is recognized for returns and taxes. For investors, OID changes expected return, cash flow timing, and reported interest income.

volume-weighted average price financial

"90% of the lowest daily volume-weighted average price during the 20 consecutive trading days"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

beneficial ownership cap financial

"The June Note includes customary limitations, including a 4.99% beneficial ownership cap."

A beneficial ownership cap is a rule that limits how much of a company a single investor or related group can effectively control, even if legal ownership could be higher. Think of it as a speed limit for ownership that prevents any one party from accumulating a controlling stake; it matters to investors because it affects takeover risk, voting power, dilution, and potential returns by shaping who can influence corporate decisions.

Form F-3 regulatory

"file a resale registration statement on Form F-3 with the U.S. Securities and Exchange Commission"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

private placement financial

"convertible note financing in a private placement with an institutional investor"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

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Form 6-K: How Foreign Companies Report to the SEC →

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 June 2026.

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

Note Purchase Agreement, Convertible Note and Warrant

On June 3, 2026, IM Cannabis Corp. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company issued to the Investor (A) a convertible note (the “Note”) in the principal amount of US$225,000 (the “Subscription Amount”), which is convertible into the Company’s common shares, no par value per share (the “Common Shares”), at a purchase price equal to ninety percent (90%) of the Subscription Amount; and (B) a warrant to purchase up to 781,250 Common Shares (the “Warrant”), equal to a number of Common Shares determined by one hundred percent (100%) of the Subscription Amount divided by an exercise price of CAD$0.40 per Common Share (the “Offering”). The Offering closed on June 3, 2026 (the “Closing Date”). The Company intends to use the net proceeds of US$202,500 received from the Offering for general corporate purposes.

The Note bears an interest rate of eight percent (8.0%) per annum accruing from the Closing Date (which shall increase to fourteen percent (14.0%) upon the occurrence of an Event of Default (as defined in the Note). The Note is not repayable in cash and the Company’s obligations thereunder will be satisfied solely through the issuance of Common Shares upon conversion of the Note in accordance with its terms.

The number of Common Shares issuable upon any conversion of the principal amount under the Note is determined by dividing the applicable conversion amount by the conversion price (the “Conversion Price”). The Conversion Price is equal to the lower of (i) the Fixed Price, as defined in the Note, or (ii) ninety percent (90%) of the lowest daily volume-weighted average price of the Common Shares during the twenty (20) consecutive trading days immediately preceding the conversion date (the “Variable Price”), provided, however, that the Variable Price will not be lower than the Floor Price, as defined in the Note. The Fixed Price set in the Note is US$0.288. The Floor Price set in the Note is US$0.0576. No fractional Common Shares will be issued upon conversion, and any fractional amount will be rounded to the nearest US$0.0001. Any fractional Common Shares will be rounded down to the nearest whole share.

The Warrant entitles its holder to purchase one Common Share (each, a “Warrant Share”) at an exercise price of CAD$0.40 per Warrant Share. The Warrant became exercisable immediately upon its issuance date, June 3, 2026, and will be exercisable for a period of five (5) years, until June 3, 2031 (the “Termination Date”). If the Warrant is not exercised by the Termination Date, the Warrant will expire and be of no further force or effect. The Warrant and the Warrant Shares may not be traded for a period of four (4) months, unless permitted under applicable securities legislation.

The Note includes customary limitations on conversion, including a beneficial ownership cap of 4.99% of the outstanding Common Shares after giving effect to such conversion.

The Purchase Agreement include customary representations, warranties and covenants of the Company and the Investor, including the Company’s obligation to reserve sufficient Common Shares for issuance upon conversion of the Notes and to file a resale registration statement on Form F-3 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) providing for the resale by the Investor of the Common Shares and the Warrant Shares issuable upon conversion of the Note within thirty (30) trading days after the Closing Date. The Company has also agreed to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible, but in no event later than the date which shall be the earlier of: (x) in the event that the Registration Statement is not subject to a full review by the SEC, sixty (60) calendar days after the Closing Date, or in the event that the Registration Statement is subject to a full review by the SEC, ninety (90) calendar days after the Closing Date, and (y) the fifth (5^th) business day after the date on which the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review.

The foregoing descriptions of the Note, the Warrant and the Purchase Agreement set forth above are qualified in their entirety by reference to the full text of the Note, the Warrant, and the Purchase Agreement attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, to this Report of Foreign Private Issuer on Form 6-K.

Press Release

On June 3, 2026, the Company issued a press release titled: “IM Cannabis Corp. Raises US$225,000 of Gross Proceeds in Convertible Note Financing”. 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. 333-293236, 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.

Disclaimer for Forward-Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains forward-looking information or forward-looking statements under applicable Canadian and United States securities laws (collectively, "forward-looking statements"). For example, the Company is using forward-looking statements when it discusses the closing of the Offering and the receipt and intended use of the net proceeds from the Offering. All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. Forward-looking statements are based on assumptions that may prove to be incorrect.

The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward-looking statements due to a number of factors and risks. These include: the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the Company's ability to continue to meet the listing requirements of the Nasdaq Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and its subsidiaries (collectively, the "Group") to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group's obligations; the Group's possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group's cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt; risks surrounding war, conflict and civil unrest in Eastern Europe and the Middle East, including the impact of the multi-front war Israel has faced on the Company, its operations and the medical cannabis industry in Israel; risks associated with the Company focusing on the Israel and Germany markets; the inability of the Company to achieve sustainable profitability and/or increase shareholder value; the inability of the Company to actively manage costs and/or improve margins; the inability of the company to grow and/or maintain sales; the inability of the Company to meet its goals and/or strategic plans; the inability of the Company to reduce costs and/or maintain revenues; the Company's inability to take advantage of the legalization of medicinal cannabis in Germany; and the inability of the Company to find new business activities to broaden its growth avenues and support long-term value creation.

Please see the other risks, uncertainties and factors set out under the heading "Risk Factors" in the Company's annual report on Form 20-F filed with the United States Securities and Exchange Commission on March 30, 2026, 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 Report of Foreign Private Issuer on Form 6-K is made as of the date hereof 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.

EXHIBIT INDEX

Exhibit No.
4.1	Convertible Note
4.2	Common Warrant
10.1	Note Purchase Agreement, dated as of June 3, 2026, by and between IM Cannabis Corp. and the investor party signatory thereto
99.1	Press Release dated June 3, 2026, titled “IM Cannabis Raises US$225,000 of Gross Proceeds in Convertible Note Financings”.

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.

	IM CANNABIS CORP.
	(Registrant)
Date: June 3, 2026	By:	/s/ Oren Shuster
	Name:	Oren Shuster
	Title:	Chief Executive Officer and Director

Exhibit 99.1

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

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

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

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

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

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

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

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

All securities issued under the financing described above are subject to: (i) a four month and one day hold period from the date of issuance and (ii) applicable legends as required pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”). The private placement of the securities offered to the Lender was made in reliance on an exemption from (x) registration under Section 4(a)(2) of the Securities Act and (y) applicable Canadian securities laws. Accordingly, the securities issued in the private placement may not be offered or sold in the United States or Canada except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws or an exemption pursuant to Canadian securities laws.

About IM Cannabis Corp.

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

The IMC ecosystem operates in Israel through its subsidiaries, which import and distribute cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies and online platforms, in Israel that enable the safe delivery and quality control of IMC products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients.

Company Contact:

Michal Efraty

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

Oren Shuster, Chief Executive Officer

IM Cannabis Corp.

info@imcannabis.com

Disclaimer for Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements under applicable Canadian and United States securities laws (collectively, “forward-looking statements”). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements relating to: the receipt of and use of proceeds from the financing and the preparation, timing and filing of the registration statement with the SEC. The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward-looking statements due to a number of factors and risks. These include: the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the Company’s ability to continue to meet the listing requirements of the Nasdaq Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and its subsidiaries (collectively, the “Group”) to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group’s obligations; the Group’s possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group’s cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt; risks surrounding war, conflict and civil unrest in Eastern Europe and the Middle East, including the impact of the multi front war Israel is facing on the Company, its operations and the medical cannabis industry in Israel; risks associated with the Company focusing on the Israel and Germany markets; the inability of the Company to achieve sustainable profitability and/or increase shareholder value; the inability of the Company to actively manage costs and/or improve margins; the inability of the company to grow and/or maintain sales; the inability of the Company to meet its goals and/or strategic plans; the inability of the Company to reduce costs and/or maintain revenues; the Company’s inability to take advantage of the legalization of medicinal cannabis in Germany; the Company’s inability to use the proceeds as set out herein; and the Company’s inability to file a registration statement in the timelines outlined herein or at all.

Please see the other risks, uncertainties and factors set out under the heading “Risk Factors” in the Company’s annual report for the year ended December 31, 2025, which is available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and Edgar at www.sec.gov/edgar. Any forward-looking statement included in this press release is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward looking information is made. The Company does not undertake any obligation to update forward-looking statements, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

FAQ

What financing did IMCC complete in this Form 6-K?

IM Cannabis raised US$225,000 through a private placement of a convertible note and an accompanying warrant for up to 781,250 common shares. The transaction closed on June 3, 2026, with the note and warrant issued to a single institutional investor.

How will IM Cannabis Corp. (IMCC) use the US$225,000 note proceeds?

IM Cannabis received net proceeds of US$202,500 from the US$225,000 convertible note financing. The company states it intends to use these net proceeds for general corporate purposes, without specifying particular projects, investments, or debt repayments in this disclosure.

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

The note bears 8% annual interest, rising to 14% on default, and is repayable only in common shares. The conversion price is the lower of US$0.288 or 90% of the lowest 20-day volume-weighted average price, with a US$0.0576 floor and a 4.99% ownership cap.

What are the terms of the IMCC warrant issued with the note?

The warrant permits purchase of up to 781,250 IM Cannabis common shares at an exercise price of C$0.40 per share. It became exercisable immediately on June 3, 2026, and remains exercisable for five years, expiring on June 3, 2031, if not exercised.

What registration commitments did IM Cannabis make to the investor?

IM Cannabis agreed to reserve sufficient shares and file a Form F-3 resale registration statement for note conversion shares and warrant shares within 30 trading days after closing. It aims to have the registration effective within 60 or 90 days, depending on SEC review.

Does the IMCC convertible note financing involve resale restrictions?

Yes. The warrant and warrant shares are subject to a four-month hold period under applicable securities laws. The private placement relied on exemptions from U.S. and Canadian registration requirements, so future resales generally require an effective registration statement or another valid exemption.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 14.6 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 109.2 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 82.9 KB
• EX-4.2 EXHIBIT 4.2 98.5 KB