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 July 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 July 1, 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 1,483,386 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$0.22 per Common Share (the “Offering”). The Offering closed on July 1, 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$0.152. The Floor
Price set in the Note is US$0.0303. 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$0.22 per Warrant Share. The Warrant
became exercisable immediately upon its issuance date, July 1, 2026, and will be exercisable for a period of five (5) years, until July
1, 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 July 1, 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 July 1, 2026, by and between IM Cannabis Corp. and the investor party signatory thereto |
| 99.1 |
Press Release dated July 1, 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: July 1, 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, July 1, 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 July 1, 2026 (the “July 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 “July Note”).
The July 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 July Note. The July 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 July Note is set to
the lower of (i) a fixed price of US$0.152 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$0.0303. The July Note includes customary limitations,
including a 4.99% beneficial ownership cap.
In connection with the July Note, the Company
issued a warrant to purchase up to 1,483,386 Common Shares (the “July Note Warrants”) at an exercise price of C$0.22
per Common Share. The July Note Warrants became immediately exercisable upon their issuance date, July 1, 2026, and will expire after
five years, on July 1, 2031.
The Company intends to use the net proceeds from
the July Note for general corporate purposes.
In connection with the July Note Purchase Agreement,
the Company has agreed to reserve sufficient Common Shares for issuance upon conversion of the July Note and exercise of the July 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.
