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 May 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 May 7, 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$300,000 (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 1,127,820 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$0.36 per Common Share (the “Offering”). The Offering closed on May 7, 2026 (the “Closing Date”).
The Company intends to use the net proceeds of US$270,000 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$0.266. The
Floor Price set in the Note is US$0.05. 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$0.36 per Warrant Share.
The Warrant became exercisable immediately upon its issuance date, May 7, 2026, and will be exercisable for a period of five (5) years,
until May 7, 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 (5th)
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 May 7, 2026, the Company issued a press release titled: “IM
Cannabis Corp. Announces Closing of $US300,000 Convertible Note and Warrant 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 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 May 7, 2026, by and between IM Cannabis Corp. and the investor party signatory thereto |
| 99.1 |
Press Release dated May 7, 2026, titled “IM Cannabis Raised US$550,000 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: May 7, 2026 |
By: |
/s/ Oren Shuster |
| |
Name: |
Oren Shuster |
| |
Title: |
Chief Executive Officer and Director |
Exhibit 99.1
IM Cannabis Raised
US$550,000 of Gross Proceeds in Convertible Note Financings
TORONTO and GLIL YAM, Israel, May 7, 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$300,000 convertible note financing in a private placement with an institutional
investor, bringing the total gross proceeds raised in recent similar financings to US$550,000.
First Note
Pursuant to a note purchase agreement between
the Company and Lender dated April 6, 2026 (the “First Note Purchase Agreement”), the Company issued the Lender a note
in the principal amount of US$250,000, with an original issuance discount of 10% (the “First Note”).
The First 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 First Note. The First 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 First Note is set
to the lower of (i) a fixed price of US$0.339 per Common Share, or (ii) 90% of the lowest daily volume-weighted average price (“VWAP”)
during the 20 consecutive trading days preceding the conversion date, subject to a floor price of US$0.07. The First Note includes customary
limitations, including a 4.99% beneficial ownership cap.
In connection with the First Note, the Company
issued a warrant to purchase up to 272,861 Common Shares (the “First Note Warrants”) at an exercise price of C$0.47
per Common Share. The First Note Warrants became immediately exercisable upon its issuance date, April 6, 2026, and will expire after
five years, on April 6, 2031.
The Company used the net proceeds from the First
Note for general corporate purposes.
Second Note
Pursuant to a note purchase agreement between
the Company and Lender dated May 7, 2026 (the “Second Note Purchase Agreement”), the Company issued the Lender a note
in the principal amount of US$300,000, with an original issuance discount of 10% (the “Second Note”).
The Second Note bears interest at a rate of 8%
per annum, increasing to 14% upon the occurrence and continuation of an event of default. The Second Note is not repayable in cash and
the Company’s obligations thereunder will be satisfied solely through the issuance of Common Shares upon conversion.
The conversion price in the Second Note was set
to the lower of (i) a fixed price of US$0.266 per Common Share, or (ii) 90% of the lowest daily VWAP during the 20 consecutive trading
days preceding the conversion date, subject to a floor price of US$0.05. The Second Note includes customary limitations, including a 4.99%
beneficial ownership cap.
In connection with the Second Note, the Company
issued a warrant to purchase up to 1,127,820 Common Shares (the “Second Note Warrants”) at an exercise price of C$0.36
per Common Share. The Second Note Warrants became exercisable immediately upon its issuance date, May, 7, 2026, and will expire after
five years on May 7, 2031.
The Company intends to use the net proceeds for
general corporate purposes.
In connection with the First Note Purchase Agreement
and Second Note Purchase Agreement, the Company has agreed to reserve sufficient Common Shares for issuance upon conversion of the First
Note and Second Note, respectively, and exercise of the First Note Warrants and Second Note Warrants, respectively, and to file a resale
registration statements 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 financings 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 placements of the securities
offered to the Lender were 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 placements 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, CEO
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 financings and the preparation, timing and filing of 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.
