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 November 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
Securities
Purchase Agreement, Convertible Promissory Note and Warrant
On
November 4, 2026, IM Cannabis Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company issued to the
Investor: (A) a convertible promissory note (the “Note”) in the principal amount of US$1,200,000 (the “Principal
Amount”), which is convertible into the Company’s common shares, no par value per share (the “Common Shares”),
with an original issuance discount of 15%; and (B) a warrant to purchase up to 3,936,330 Common Shares (the “Warrant”),
equal to a number of Common Shares determined by two hundred percent (200%) of the Principal Amount divided by an exercise price of US$0.610
per Common Share (the “Offering”). The Offering closed on November 4, 2026 (the “Closing Date”).
The Company intends to use the net proceeds of US$1,020,000 received from the Offering for general corporate purposes.
The
Note bears an interest rate of four percent (4.0%) 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 provides the Investor the option of converting
on one or more occasions all or part of the outstanding balance of the Company’s obligations thereunder through the issuance of
Common Shares.
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) eighty-five percent (85%) 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$0.610. The Floor Price set in the Note is US$0.1449. 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 US$0.610
per Warrant Share. The Warrant became exercisable immediately upon its issuance date, November 4, 2026, and will be exercisable for a
period of three (3) years, until November 3, 2029 (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 includes certain anti-dilution and ratchet
adjustment provisions.
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
November 4, 2026, the Company issued a press release titled: “IM Cannabis Corp. Raises US$1,200,000 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.333-296637, 333-293236,
333-289571, 333-288346
and 333-299370) 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 market; 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 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
on Form 20-F filed with the SEC 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 Promissory Note |
| 4.2 |
Common Warrant |
| 10.1 |
Securities Purchase Agreement, dated as
of November 4, 2026, by and between IM Cannabis Corp. and the investor party signatory thereto |
| 99.1 |
Press Release dated November 4, 2026,
titled “IM Cannabis Raises US$1,200,000 of Gross Proceeds in Convertible Note Financing”. |
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: November 4, 2026 |
By: |
/s/ Oren Shuster |
| |
Name: |
Oren Shuster |
| |
Title: |
Chief Executive Officer and Director |
Exhibit 99.1
IM
Cannabis Raises US$1,200,000 of Gross Proceeds in Convertible Note Financing
VANCOUVER
and GLIL YAM, Israel, November 4, 2026 - IM Cannabis Corp. (“IMCC” or the “Company”) (Nasdaq:
IMCC), a medical cannabis company with operations in Israel, today announced the closing of a US$1,200,000 convertible note financing
in a private placement with an existing institutional investor (the “Investor”).
Pursuant
to a note purchase agreement between the Company and Investor dated November 4, 2026 (the “November Note Purchase Agreement”),
the Company issued the Investor a convertible promissory note in the principal amount of US$1,200,000, with an original issuance discount
of 15% (the “November Note”).
The
November Note bears interest at a rate of 4% per annum, increasing to 14% upon the occurrence and continuation of an event of default,
as defined in the November Note. The November Note provides the Investor the option of converting on one or more occasions all or part
of the outstanding balance of the Company’s obligations thereunder through the issuance of common shares in the capital of the
Company (the “Common Shares”).
The
November Note matures 28 months from issuance and is repayable in 10 equal monthly instalments beginning after the 18th month.
Under the November Note Purchase Agreement, beginning January 1, 2027 the Company may, at its discretion, request that the Investor purchase
additional convertible notes of up to US$1,200,000 in each three-month period, each with accompanying warrants, on substantially the
same terms.
The
conversion price in the November Note is set to the lower of (i) a fixed price of US$0.610 per Common Share, or (ii) 85% 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$0.1449 per Common Share. The November Note includes customary limitations, including a 4.99% beneficial ownership cap.
In
connection with the November Note, the Company also issued the Investor a warrant to purchase up to 3,936,330 Common Shares (the “November
Note Warrants”) at an exercise price of US$0.610 per Common Share. The November Note Warrants became immediately exercisable
upon their issuance date, November 4, 2026, and will expire after three years, on November 3, 2029. The November Note Warrants include
certain anti-dilution and ratchet adjustment provisions.
The
Company intends to use the net proceeds from the November Note for general corporate purposes.
In
connection with the November Note Purchase Agreement, the Company has agreed to reserve sufficient Common Shares for issuance upon conversion
of the November Note and exercise of the November 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 Investor.
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
under applicable Canadian securities laws 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 Investor 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.
IM
Cannabis Corp. (Nasdaq: IMCC) is an international company currently operating a medical cannabis platform serving patients in Israel.
The
Company’s 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”). 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 market; 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 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.
