IMCC 6-K: US$1M tranche received, lender gains board nomination right

Rhea-AI Filing Summary

IM Cannabis Corp. (IMCC) filed a Form 6-K announcing a new debt financing and a board change. On 6 July 2025 the company signed a Loan Agreement with L.I.A. Pure Capital Ltd. for up to US$2 million. The company has already received the first tranche of US$1 million; a second tranche of US$1 million may be drawn within 60 days, contingent on unspecified conditions.

The agreement grants the lender a right to recommend one director to the board. Pursuant to this right, Mr. Oz Adler, CPA, was appointed to IMCC’s board effective 6 July 2025. Adler is currently CEO and CFO of SciSparc Ltd. and sits on the boards of several Nasdaq-listed companies, bringing managerial, accounting and capital-markets experience.

The Loan Agreement (Exhibit 10.1) and a related press release dated 9 July 2025 (Exhibit 99.1) are furnished with the filing. Except for two specified paragraphs of the press release, the entire 6-K is incorporated by reference into IMCC’s Form F-3 registration statement (File No. 333-288346).

Key takeaways for investors:

• Immediate liquidity boost of US$1 million with potential for an additional US$1 million.
• New debt introduces repayment obligations not yet disclosed in the filing.
• Lender’s nomination right and Adler’s appointment modestly alter board composition.

Positive

• US$1 million in immediate funding strengthens short-term liquidity.
• Option to access an additional US$1 million within 60 days provides further financial flexibility.
• Appointment of Oz Adler, CPA, adds seasoned financial expertise to the board.

Negative

• Incurring up to US$2 million in new debt increases leverage and future repayment obligations.
• Lender’s right to recommend a director may increase creditor influence over board decisions.

Insights

Financial Analyst

TL;DR – US$2 m credit line shores up near-term liquidity; first US$1 m already in, giving IMCC added working-capital flexibility.

The loan injects cash quickly—US$1 million on signing—with another US$1 million available within 60 days. For a small-cap cannabis operator, this magnitude is material, reducing immediate funding pressure without equity dilution. Terms such as interest rate, maturity or security are not disclosed in the 6-K, so investors cannot yet gauge cost of capital or covenant risk. Nevertheless, the immediate cash boost and option for more capital in the same quarter should help meet operating and expansion needs. I view the disclosure as modestly positive for liquidity.

Corporate Governance Expert

TL;DR – Lender gains board-nomination right; Adler appointment expands expertise but increases creditor influence.

Giving a creditor the right to recommend a director is common in structured financings but shifts some governance leverage toward the lender. The newly appointed director, Oz Adler, brings strong financial credentials and multiple public-company board roles, potentially enhancing oversight of financial reporting and capital allocation. The filing states Adler has no related-party transactions under Item 7.B, mitigating conflict-of-interest concerns. Overall governance impact appears neutral: added expertise balanced against incremental creditor influence.

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 2025 (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

Loan Agreement

On July 6, 2025, IM Cannabis Corp. (the “Company”) entered into a loan agreement (the “Loan Agreement”) with L.I.A. Pure Capital Ltd. (the “Lender”) for an aggregate amount of US$2 million. Pursuant to the Loan Agreement, the Company received an amount of US$1 million (the “First Loan Tranche”) and may receive an additional amount of US$1 million (the “Second Loan Tranche”) no later than 60 days from signing the Loan Agreement, subject to satisfying certain conditions.

Pursuant to the Loan Agreement, the Lender has a right to recommend a director to be appointed to the Company’s board of directors (the “Board”), as described in more detail below.

A copy of the Loan Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing summary of the Loan Agreement is subject to, and qualified in its entirety by reference to, such exhibit.

Appointment to Board of Directors

On July 6, 2025, Mr. Oz Adler was appointed to the Board, effective as of July 6, 2025. Mr. Oz Adler, CPA, currently serves as SciSparc Ltd. Chief Executive Officer since January 2022 and Chief Financial Officer since April 2018, and previously served as Scisparc Ltd.’s VP Finance from March 2018 until April 2018, and as SciSparc Ltd.’s Controller from September 2017 to March 2018. Mr. Adler has experience in a wide variety of managerial, financial, tax and accounting roles. Mr. Adler currently serves on the board of directors of numerous private companies, such as Polyrizon Ltd., and public companies, including Jeffs’ Brands Ltd (Nasdaq: JFBR), Rail Vision Ltd. (Nasdaq: RVSN) and Clearmind (Nasdaq: CMND), (FSE: CWY), and previously served as the chief financial officer of XYLO Technologies Ltd. (Nasdaq: XYLO) from December 2020 to April 2021. From 2012 until 2017, Mr. Adler was employed as a certified public accountant at Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. Mr. Adler holds a B.A. in Accounting and Business management from The College of Management, Israel.

Mr. Adler is not a party to any transactions that are disclosable under Item 7.B of Form 20-F.

On July 9, 2025, the Company issued a press release titled: “IM Cannabis Announces the Signing of a Loan Agreement and Appointment of Oz Adler to Board of Directors”. 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, except for the sixth paragraph and eighth paragraph of exhibit 99.1, are incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-288346) filed with the 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.
10.1	Loan Agreement by and between IM Cannabis Corp. and L.I.A. Pure Capital Ltd., dated July 6, 2025.
99.1	Press Release dated July 9, 2025 “IM Cannabis Announces the Signing of a Loan Agreement and Appointment of Oz Adler to Board of Directors”.

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 9, 2025	By:	/s/ Oren Shuster
	Name:	Oren Shuster
	Title:	Chief Executive Officer and Director

FAQ

How much funding does IMCC receive under the new loan agreement?

IMCC has already received US$1 million and can draw an additional US$1 million within 60 days, for a total of US$2 million.

When is the second US$1 million tranche available to IM Cannabis?

The second tranche may be provided no later than 60 days after the 6 July 2025 signing date, subject to certain conditions.

Who is the new board member appointed by IM Cannabis?

IMCC appointed Mr. Oz Adler, CPA, currently CEO & CFO of SciSparc Ltd., to its board effective 6 July 2025.

Does the lender obtain governance rights under the loan?

Yes. L.I.A. Pure Capital Ltd. has the right to recommend one director for appointment to IMCC’s board.

Are the terms of interest rate or collateral disclosed in the 6-K?

No. The 6-K summary does not specify interest rate, maturity, collateral, or covenant details; investors must review Exhibit 10.1 for full terms.

Is this 6-K incorporated into any registration statement?

Except for two paragraphs of Exhibit 99.1, the 6-K is incorporated by reference into IMCC’s Form F-3 (File No. 333-288346).