IM Cannabis proposes resale of up to 25.3M shares

The note's conversion price is the lower of US$0.610 or 85% of the lowest preceding 20-trading-day VWAP, subject to a US$0.1449 floor.

Available on EDGAR 11/10/2026 - 04:17 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:16 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

IM Cannabis Corp.'s preliminary F-3 covers the resale of up to 25,348,613 Common Shares by L.I.A. Pure Capital Ltd.; sales under the prospectus may begin only after the registration statement becomes effective. The registered amount comprises up to 8,780,892 shares issuable upon note conversion and up to 16,567,721 shares issuable upon warrant exercise, subject to adjustments in the instruments. The company reports 1,844,162 Common Shares outstanding as of November 10, 2026, and says the resale amount is approximately 1,375% of that figure, warning of dilution, market overhang and potential downward price pressure.

On November 4, 2026, the company issued a US$1,200,000 promissory note for US$1,020,000 and an accompanying warrant; it received US$1,020,000 in gross proceeds. The company receives no proceeds from shareholder resales but may receive cash proceeds if the warrant is exercised for cash, which it intends to use for general corporate purposes. The note's conversion price is the lower of US$0.610 or 85% of the lowest daily VWAP during the 20 trading days before conversion, subject to a US$0.1449 floor. The warrant exercise price is US$0.610, and note conversions and warrant exercises are subject to 4.99% beneficial ownership limits.

Filing Explained

The warrant has a price-reset clause: a later share issue below its then-current exercise price can lower that price to the higher of the issue price or the floor, changing the terms for possible warrant-share issuance; shares are issued only upon exercise.

Key Figures

Common Shares registered for resale: Up to 25,348,613 Common Shares Note-conversion shares registered for resale: Up to 8,780,892 Common Shares Warrant shares registered for resale: Up to 16,567,721 Common Shares +5 more

8 metrics

Common Shares registered for resale Up to 25,348,613 Common Shares Resale by L.I.A. Pure Capital Ltd.

Note-conversion shares registered for resale Up to 8,780,892 Common Shares Shares issued or issuable upon conversion of the initial promissory note

Warrant shares registered for resale Up to 16,567,721 Common Shares Shares issuable upon exercise of the warrant

Common Shares outstanding 1,844,162 Common Shares As of November 10, 2026

Initial promissory note principal US$1,200,000 Issued November 4, 2026

Gross proceeds received US$1,020,000 From issuance of the initial promissory note

Note conversion floor price US$0.1449 per Common Share Floor for the variable conversion price, subject to adjustments

Warrant exercise price US$0.610 per Common Share Initial warrant

Key Terms

volume-weighted average price, Floor Price, beneficial ownership limitation, ratchet provision

4 terms

volume-weighted average price financial

"85% of the lowest daily volume-weighted average price"

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.

Floor Price financial

"will not be lower than the Floor Price of US$0.1449"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

beneficial ownership limitation financial

"Conversion of the Initial Promissory Note is subject to a beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

ratchet provision financial

"The Warrant includes a “ratchet” provision"

Offering Details

secondary · Up to 25,348,613 Common Shares

Offering

Offering Type secondary

Securities Offered Common Shares

Offering Amount Up to 25,348,613 Common Shares

Use of Proceeds The company receives no proceeds from selling shareholder resales; it received US$1,020,000 from the initial note issuance and may receive cash proceeds from cash exercise of the warrant, which it intends to use for general corporate purposes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many IMCC shares are registered for resale?

Up to 25,348,613 Common Shares: up to 8,780,892 tied to conversion of the initial promissory note and up to 16,567,721 issuable upon exercise of the warrant. L.I.A. Pure Capital Ltd. is the selling shareholder, and sales under the prospectus may begin after the registration statement becomes effective.

Will IMCC receive money from the resale?

No. IM Cannabis receives no proceeds from the selling shareholder's resales. It received US$1,020,000 in gross proceeds from the initial promissory note and may receive cash proceeds if the warrant is exercised for cash; the company intends to use any such exercise proceeds for general corporate purposes.

What are IMCC's note conversion and warrant exercise prices?

The note conversion price is the lower of US$0.610 or 85% of the lowest daily VWAP during the 20 consecutive trading days before conversion, subject to a US$0.1449 floor. The warrant exercise price is US$0.610 per Common Share, and the warrant may be exercised through November 3, 2029.

What ownership limit applies to IMCC note conversions and warrant exercises?

The note and warrant each have a 4.99% beneficial ownership limitation. Note conversion is restricted if it would leave the selling shareholder beneficially owning more than 4.99% of outstanding Common Shares; the warrant limitation applies after giving effect to shares issued on exercise.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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 As filed with the Securities and Exchange Commission on November 10, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IM CANNABIS CORP. 

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

British Columbia, Canada		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Oren Shuster

Chief Executive Officer

3606-833 Seymour Street

Vancouver, British Columbia, V6B 0G4, Canada

Tel: +972-544-331-111

(Address and telephone number of registrant’s principal executive offices)

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

Tel: 302.738.6680

(Name, address, and telephone number of agent for service)

Copies to:

Oded Har-Even, Esq. Ilana Levin, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10019 Tel: (212) 660-3000 Larry Yen Boughton Law Corporation 700-595 Burrard Street Vancouver, British Columbia V7X 1S8 Tel: 604.687.6789

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling shareholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated November 10, 2026

PROSPECTUS

 

IM CANNABIS CORP.

Up to 25,348,613 Common Shares

This prospectus relates to the resale, by the selling shareholder identified in the table on page 10 of this prospectus, or the Selling Shareholder, or its permitted assigns, of up to 25,348,613 common shares, no par value per share, or Common Shares, of IM Cannabis Corp, or the Company, consisting of: (i) up to 8,780,892 Common Shares issued or issuable upon the conversion of the Initial Promissory Note (as defined below), based on a conversion price of US$0.1449, and (ii) up to 16,567,721 Common Shares issuable upon the exercise of a common share purchase warrant accompanying the Initial Promissory Note, or the Warrant, based on the Floor Price (as defined below). The Common Shares underlying the Initial Promissory Note and the Warrant are referred to herein as “Note Shares” and “Warrant Shares”, respectively.

On November 4, 2026, we entered into a securities purchase agreement, or the November 2026 Purchase Agreement, with the Selling Shareholder. Pursuant to the November 2026 Purchase Agreement, we may issue and sell to the Selling Shareholder, from time to time, convertible promissory notes, or the Promissory Notes, in the aggregate principal amount of up to US$1,200,000, or the Subscription Amount, which may be convertible into Common Shares, for an aggregate purchase price of US$1,020,000 (85% of the Subscription Amount, assuming the full purchase of the Subscription Amount). Upon the signing of the November 2026 Purchase Agreement on November 4, 2026, or the Initial Closing, we issued to the Selling Shareholder a Promissory Note in the principal amount of US$1,200,000 for a purchase price of US$1,020,000, or the Initial Promissory Note, and the accompanying Warrant to purchase up to 3,936,330 Common Shares, the number of which is equal to 200% of the Subscription Amount of the Initial Promissory Note divided by the exercise price of US$0.610 per Common Share. The Warrant is exercisable for a period of three years from its issuance date, until November 3, 2029.

We intend to use the net proceeds from the sale of the Initial Promissory Note and the Warrant for general corporate purposes.

Subject to the conditions in the November 2026 Purchase Agreement, beginning on January 1, 2027, we may request, at our sole discretion, that the Selling Shareholder purchase additional Promissory Notes, or the Additional Promissory notes, each in the principal amount of up to US$1,200,000, with a purchase price payable in cash and equal to 85% of such principal amount, during each subsequent three-month period, or a Quarter. Notwithstanding the foregoing, if at any time after the Initial Closing, the daily trading volume of the Company’s Common Shares is at least 100% of the amount of Common Shares then outstanding, then the Company may request, at its sole discretion, that the Selling Shareholder purchase Additional Promissory Notes, provided that the aggregate principal amount of all Promissory Notes purchased pursuant to the November 2026 Purchase Agreement shall not exceed the Subscription Amount. Any Common Shares issued or issuable upon the conversion of any Additional Promissory Notes purchased by the Selling Shareholder or upon the exercise of any accompanying warrant (as described below), will be registered for resale in a separate registration statement, following the actual issuance of any such Additional Promissory Note and warrant.

No Common Shares are being registered hereunder for sale by us. While we will not receive any proceeds from the sale of the Note Shares or the Warrant Shares by the Selling Shareholder, we received the proceeds of the Initial Promissory Note and we may receive cash proceeds equal to the total exercise price of the Warrant to the extent that the Warrant is exercised in cash. Pursuant to the terms of the Initial Promissory Note, the conversion rate of each Note Share, or the Conversion Price, is equal to the lower of (i) US$0.610, or the Fixed Price, or (ii) 85% of the lowest daily volume-weighted average price, or VWAP, of the Common Shares during the 20 consecutive trading days immediately preceding the conversion date, or the Variable Price, provided, however, that such Variable Price will not be lower than the floor price of US$0.1449, or the Floor Price, subject to certain adjustments as provided in the Initial Promissory Note. The current exercise price of the Warrant is US$0.610 per Common Share. See “Use of Proceeds”.

The Selling Shareholder may sell all or a portion of the Note Shares and the Warrant Shares from time to time in market transactions through any market on which our Common Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution”.

Our Common Shares are listed on the Nasdaq Capital Market under the symbol “IMCC.” The last reported sale price of our Common Shares on November 9, 2026 was US$0.6265 per Common Share. There is no established market for the Note Shares or the Warrant Shares and we do not intend to apply to list any such shares on any securities exchange or other nationally recognized trading system.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and a “foreign private issuer”, as defined in Rule 405 under the U.S. Securities Act of 1933, as amended, or the Securities Act, and are eligible for reduced public company reporting requirements.

AN INVESTMENT IN OUR SECURITIES INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 6 AND IN OUR ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025, WHICH WAS FILED ON MARCH 30, 2026, OR THE 2025 ANNUAL REPORT.

Neither the Securities and Exchange Commission, or the SEC, nor any other foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is        , 2026

TABLE OF CONTENTS  

PROSPECTUS SUMMARY	1
ABOUT THIS OFFERING	3
RISK FACTORS	4
NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
USE OF PROCEEDS	7
CAPITALIZATION	8
SELLING SHAREHOLDER	10
PLAN OF DISTRIBUTION	12
LEGAL MATTERS	13
EXPERTS	13
EXPENSES	13
ENFORCEABILITY OF CIVIL LIABILITIES	14
WHERE YOU CAN FIND ADDITIONAL INFORMATION	15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	16

You should rely only on the information contained in this prospectus, including information incorporated by reference herein, and prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Shareholder has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities.

For investors outside of the United States: Neither we nor the Selling Shareholder has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. In this prospectus, unless otherwise indicated, all references to “we,” “us,” “our,” the “Company”, “Corporation”, “Group” and “IMC” refer to IM Cannabis Corp. and its consolidated subsidiaries.

Our reporting currency is the Canadian dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to: (i) “dollars” or “CAD” or “C$” are to Canadian dollars; and (ii) “USD” or “US$” are to U.S. dollars.

All historical quantities of Common Shares and per-share data herein are presented on a post-share consolidation basis to give effect to our 30-for-1 share consolidation effected at the market open on Nasdaq on August 27, 2026. 

i 

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Common Shares. Before making an investment in our securities, you should carefully consider all of the information included or incorporated by reference into this prospectus, including the risks described under the heading “Item 3. Key Information – D. Risk Factors” and the financial statements and related notes thereto included in our 2025 Annual Report, as updated by other reports and documents we file with, or furnish to, the SEC and that are incorporated by reference herein. Please see the sections of this prospectus entitled “Where You Can Find Additional Information” and “Information Incorporated by Reference.”.

Our Company

Overview

We are an international cannabis company operating in Israel. Our activities include sourcing, importation, distribution and sale of medical cannabis products in compliance with applicable regulatory requirements.

Activities in Israel

Our operations in Israel primarily consist of importing, distributing and selling medical cannabis products to local medical cannabis retail pharmacies, online platform, distribution centers and logistical hubs in accordance with Israeli regulations. We also maintain certain proprietary genetics through third-party cultivation facilities in Israel. We do not currently operate large-scale cultivation facilities in Israel and rely primarily on imported products that meet applicable quality and regulatory standards.

Our Israeli operations include brand management, regulatory compliance, logistics coordination and relationships with pharmacies and prescribing physicians. Revenue in Israel is generated from the sale of medical cannabis products to pharmacies and other authorized distributors.

Throughout 2024 and 2025, we implemented several strategic measures in Israel to enhance operational efficiency, reduce costs, and improve overall business performance. These initiatives included optimizing logistics and distribution, streamlining workforce and facilities, and adapting to challenges arising from geopolitical events.

Key actions taken during 2024 and 2025 include:

• engagement of a new third-party processing facility;

• changes to shipping and distribution service providers;

• reductions in headcount and closure of certain trading activities; and

• adjustments to operations in response to logistical disruptions associated with regional hostilities.

We operate in the retail segment. We hold two licensed pharmacies, each selling medical cannabis products to patients: (i) Vironna Pharm, a pharmacy in the Arab consumer segment, and (ii) R.A Yarok Pharm Ltd., or Pharm Yarok, a large pharmacy in the Sharon plain area and a call center handling deliveries for Pharm Yarok in the country.

We also operate home-delivery services and an online retail platform under the name “Pharm Yarok”, which includes a customer service center. On April 9, 2024, Pharm Yarok entered into a strategic distribution agreement with Vessel Brand Inc., a subsidiary of Flora Growth Corp., a global consumer-packaged goods leader and pharmaceutical distributor, headquartered in Carlsbad, CA, pursuant to which certain cannabis accessory products are offered in Israel. We believe that our retail operations support our distribution activities and provide insights into patient purchasing patterns.

Activities in Germany

In Germany, we previously operated through our German subsidiary, Adjupharm GmbH, which is authorized to import and distribute medical cannabis products under applicable German and European Union regulations. Our German operations focused on sourcing EU-GMP compliant medical cannabis products from approved suppliers and distributing such products to licensed pharmacies throughout Germany.

On August 16, 2026, we entered into a definitive share purchase agreement with Slil.com Holding Ltd. (“Slil”) and I.M.C. Holdings Ltd. (“IMC Holdings”), under which the Company sold to Slil all of the issued and outstanding shares of IMC Holdings, which holds equity interests in Adjupharm GmbH. The consideration for the transaction consisted of C$3,000,000 advance payments made by Slil to the Company. Following the closing of this transaction on September 29, 2026, we are focusing our resources on our retained Israeli medical cannabis operations while continuing to evaluate additional opportunities.

1

Recent Financing Activities

November 2026 Private Placement

On November 4, 2026, we entered into the November 2026 Purchase Agreement with the Selling Shareholder, pursuant to which we issued and sold to the Selling Shareholder in a private placement, or the November 2026 Private Placement (i) the Initial Promissory Note in the Subscription Amount of US$1,200,000, which is convertible into Common Shares, with an original discount of 15%, and (ii) the accompanying Warrant to purchase up to 3,936,330 Common Shares. The offering closed on November 4, 2026, or the Initial Closing Date.

The Initial Promissory Note bears interest at a rate of 4.0% per annum, accruing from the Initial Closing Date, which rate may increase to 14.0% upon the occurrence of an event of default (as defined in the Initial Promissory Note). The Initial Promissory Note provides the Selling Shareholder 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 Initial Promissory Note matures on March 4, 2029, which is 28 months from its issuance, and the outstanding principal amount and accrued interest are to be repaid in ten equal monthly installments beginning the first day of the month following the 18^th month anniversary of the issuance thereof, which is June 1, 2028, unless repaid earlier (partially or in full) at our option or if extended at the option of the Selling Shareholder.

The number of Common Shares issuable upon any conversion of the principal amount under the Initial Promissory Note is determined by dividing the applicable conversion amount by the Conversion Price. The Conversion Price is equal to the lower of (i) the Fixed Price, or (ii) the Variable Price, provided, however, that the Variable Price will not be lower than the Floor Price. The Fixed Price in the Initial Promissory Note is US$0.610 and the Floor Price in the Initial Promissory Note is US$0.1449. No fractional Common Shares will be issued upon conversion of the Initial Promissory Note. Any fractional share otherwise issuable will be rounded down to the nearest whole Common Share.

Conversion of the Initial Promissory Note is subject to a beneficial ownership limitation, which prohibits the Selling Shareholder from effecting any conversion to the extent that, after giving effect thereto, the Selling Shareholder would beneficially own more than 4.99% of the outstanding Common Shares. The Warrant is subject to a beneficial ownership limitation of 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of the Common Shares underlying the Warrant upon the exercise of the Warrant.

The Warrant entitles its holder to purchase an aggregate of up to 3,936,330 Common Shares at an exercise price of US$0.610 per Common Share. The Warrant became exercisable immediately from the date of its sale, November 4, 2026, and may be exercised at any time until November 3, 2029. If the Warrant is not exercised prior to its termination date on November 3, 2029, it will expire and be of no further force or effect. The Warrant includes certain anti-dilution and ratchet adjustment provisions. Subject to certain exceptions, the exercise price and the number of Common Shares issuable upon exercise of the Warrant will not be adjusted upon any share dividend, share split or reclassification of the Common Shares. However, the Floor Price shall adjust proportionately in the event of any of the foregoing at any time while the Warrant is outstanding. If we issue or sell, or are deemed to issue or sell, Common Shares at a price per share, or the New Issuance Price, lower than the exercise price then in effect, the exercise price of the Warrant will be reduced to the higher of the New Issuance Price or the Floor Price then in effect. The Warrant and the Common Shares underlying the Warrant may not be traded for a period of four months from their issuance date, except as permitted under applicable securities legislation.

2

ABOUT THIS OFFERING

This prospectus relates to the resale by the Selling Shareholder identified in this prospectus of up to 25,348,613 Common Shares consisting of: (i) up to 8,780,892 Common Shares issued or issuable upon the conversion of the Initial Promissory Note, subject to certain adjustments under the terms of the Initial Promissory Note, and (ii) up to 16,567,721 Common Shares issuable upon the exercise of the Warrant, subject to certain adjustments under the terms of the Warrant. All of the Common Shares, when sold, will be sold by the Selling Shareholder. The Selling Shareholder may sell its Common Shares from time to time at prevailing market prices. We will not receive any proceeds from the sale of the Common Shares by the Selling Shareholder.

Common Shares currently outstanding		1,844,162 Common Shares.
Common Shares offered by the Selling Shareholder		Up to 25,348,613 Common Shares consisting of (i) up to 8,780,892 Common Shares issued or issuable upon the conversion of the Initial Promissory Note, subject to certain adjustments under the terms of the Initial Promissory Note, and (ii) up to 16,567,721 Common Shares issuable upon the exercise of  the Warrant, subject to certain adjustments under the terms of the Warrant.
Use of proceeds:		As of the date of this prospectus, we have received US$1,020,000   in gross proceeds from the issuance of the Initial Promissory Note and Warrant. We will not receive any proceeds from the sale of the Notes Shares or the Warrants Shares by the Selling Shareholder. All net proceeds from the sale of Common Shares covered by this prospectus will go to the Selling Shareholder. However, we will receive cash proceeds equal to the total exercise price of the Warrant to the extent that the Warrant is exercised using cash. See “Use of Proceeds.” We intend to use the proceeds from the exercise of the Warrant, if any, for general corporate purposes.
Risk factors:		You should read the “Risk Factors” section starting on page 4 of this prospectus and “Item 3. Key Information – D. Risk Factors” in our 2025 Annual Report, incorporated by reference herein, and other information included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities.
Nasdaq Capital Market symbol:		“IMCC”

The number of Common Shares to be outstanding immediately after this offering as shown above assumes that all of the Common Shares offered hereby are sold and is based on 1,844,162 Common Shares outstanding as of November 10, 2026. This number excludes:

• an aggregate of 547,442 Common Shares issuable upon the exercise of outstanding warrants to purchase Common Shares, at exercise prices ranging between C$4.63 to C$103.50 per Common Share, issued to certain investors pursuant to private placement offerings; and

• an aggregate of 6,667 Common Shares issuable upon the exercise of outstanding pre-funded warrants to purchase Common Shares, at exercise prices of C$0.0003 per Common Share.

3

RISK FACTORS

Investing in our securities involves risks. Please carefully consider the risk factors described below and those contained in our periodic reports filed with the Securities and Exchange Commission, or SEC, including those set forth under the caption “Summary Risk Factors” and “Item 3. Key Information - D. Risk Factors” in our 2025 Annual Report, which is incorporated by reference into this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. You should be able to bear a complete loss of your investment.

Risks Related to our Business and Industry

We may not benefit from the recent sale of IMC Holdings and our Germany-focused operations.

We cannot assure you that the recent sale of IMC Holdings and our Germany-focused business will be successful in reducing our overall expenses. The expected benefits, efficiencies, and cost savings of such a transaction and operating our business solely in Israel might be delayed or not realized. We expect the sale of IMC Holdings to improve shareholders’ equity and working capital, reduce the liabilities reflected in our consolidated financial position associated with IMC Holdings, and streamline our corporate structure. The sale of IMC Holdings and our Germany-focused business, however, may not ultimately have the desired result, and there can be no assurance that the benefit of this transaction will be fully realized.

Risks Related to the Offering and Ownership of our Securities

Shareholders may experience significant dilution as a result of this offering and potential future offerings.

Purchasers of Common Shares in this offering, as well as our existing shareholders, may experience significant dilution due to the sale and issuance of shares at prices below the price at which they invested. The Selling Shareholder identified herein is selling from time to time up to 25,348,613 Common Shares, which constitutes approximately 1,375% of our issued and outstanding Common Shares prior to the offering pursuant to this prospectus. If the Warrant is exercised in full and if the Initial Promissory Note is converted in full, our outstanding Common Shares would increase from 1,844,162 to 27,192,775, representing an increase of approximately 1,375% in the number of outstanding Common Shares  . Accordingly, shareholders will experience significant dilution of their ownership interests. The resale of these additional Common Shares could also further cause the trading price of our Common Shares to decline.

In addition, we may issue additional Common Shares or other equity securities in the future in connection with, among other things, future acquisitions of additional companies or assets, or under our equity incentive plans, in certain cases without shareholder approval. Any such issuance of additional Common Shares or other common share equivalents would have the following effects:

• our existing shareholders’ proportionate ownership interest in us will decrease;

• the relative voting strength of each previously outstanding Common Share may be diminished; and

• the market price of our Common Shares may decline.

The number of Common Shares that are registered for resale pursuant to the registration statement of which this prospectus forms a part is significant in relation to our currently outstanding Common Shares.

The number of shares that are registered for resale pursuant to the registration statement of which this prospectus forms a part is substantial in relation to the number of our currently issued and outstanding Common Shares and could create a significant overhang in the market for our Common Shares.

The sale of all or a substantial portion of these shares in the market within a short period of time could adversely affect the market price of our Common Shares during the period the registration statement of which this prospectus forms a part remains effective and could also adversely affect our ability to raise equity capital.

4

The Warrant does not provide for any adjustment to the exercise price or the number of shares issuable upon exercise in the event of a reverse share split (or similar consolidation), and the Warrant includes a “ratchet” provision that may reduce the exercise price in certain circumstances, each of which could adversely affect our shareholders.

The Warrant provides for the purchase of our Common Shares at a stated exercise price and for a stated number of shares. Under the terms of the Warrant, if we effect a reverse share split (or similar consolidation) of our outstanding Common Shares, the exercise price of the Warrant will not be reduced and the number of Common Shares issuable upon exercise of the Warrant will not be increased to reflect the reverse share split or share consolidation. As a result, a reverse share split or share consolidation would reduce the number of our Common Shares outstanding without proportionately preserving the Warrant’s economics.

For example, if we effect a share consolidation, each Common Share outstanding would be converted into a smaller number of shares, but a holder of the Warrant would still be entitled to purchase the same number of shares at the same exercise price as prior to the share consolidation. In that event, and depending on the trading price of our Common Shares after the share consolidation, the Warrant may become “in the money,” meaning that the exercise price would be less than the market price of our Common Shares, and the Selling Shareholder would be able to exercise the Warrant and cause significant dilution to our shareholders.

In addition, the Warrant includes a “ratchet” provision pursuant to which, if after the Initial Exercise Date (as defined in the Warrant), we issue or sell any Common Shares (excluding Common Shares deemed to have been issued or sold by us in connection with any Excluded Securities, as defined in the Warrant) for a consideration per share, or the New Issuance Price, less than a price equal to the exercise price of the Warrant in effect immediately prior to such issue or sale or deemed issuance or sale, the exercise price of the Warrant shall be reduced to an amount equal to the highest of: (i) the New Issuance Price, or (ii) then applicable Floor Price.

As a result of the ratchet provision, if we conduct future financings or other issuances at prices that trigger a reset, the Selling Shareholder could receive more favorable economics than were initially contemplated, including the ability to acquire Warrant Shares at a lower exercise price. This could increase the likelihood that the Warrant will be exercised and could result in the issuance of a greater number of our Common Shares than would otherwise be issued, which would dilute existing shareholders and could place downward pressure on the trading price of our Common Shares. The ratchet provision could also make it more difficult for us to raise additional capital on terms favorable to us because prospective investors may take into account the potential dilutive impact of a reset and subsequent Warrant exercises.

Future issuances or sales, or the potential for future issuances or sales, of our Common Shares may cause the trading price of our Common Shares to decline and could impair our ability to raise capital through subsequent equity offerings.

We have issued a significant number of Common Shares and we may do so in the future. Common Shares to be issued in future equity offerings could cause the market price of our Common Shares to decline and could have an adverse effect on our earnings per share if and when we become profitable. In addition, future sales of our Common Shares or other securities in the public markets, or the perception that these sales may occur, could cause the market price of our Common Shares to decline, and could materially impair our ability to raise capital through the sale of additional securities.

The market price of our Common Shares could decline due to sales, or the announcements of proposed sales, of a large number of Common Shares in the market, including sales of up to 25,348,613 Common Shares registered for resale pursuant to the registration statement of which this prospectus forms a part, or other sales of Common Shares by our large shareholders, or the perception that these sales could occur. These sales or the perception that these sales could occur could also depress the market price of our Common Shares and impair our ability to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of Common Shares or other equity-related securities would have on the market price of our Common Shares.

In addition, the Company may issue additional securities in the future, which may dilute a shareholder’s holdings, or a holder of a convertible security’s underlying relative interest, in the Company. The Company’s articles permit the issuance of an unlimited number of Common Shares, and shareholders will have no pre-emptive rights in connection with any such further issuance. The directors of the Company have discretion to determine the price and the terms of further issuances, subject to applicable stock exchange policies. Moreover, additional Common Shares will be issued by the Company on the full exercise of stock options, restricted share units and warrants, issued or to be issued by the Company in the future, and the exercise of any resulting convertible securities of such as applicable.

An active trading market for our Common Shares may not be sustained.

Although our Common Shares are listed on Nasdaq Capital Market, the market for our Common Shares has demonstrated varying levels of trading activity. Furthermore, the current level of trading may not be sustained in the future. The lack of an active market for our Common Shares may impair investors’ ability to sell their shares at the time they wish to sell them or at a price that they consider reasonable, may reduce the fair market value of their shares and may impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to utilize our shares as consideration in any licensing or other collaboration transactions with third parties.

Our share price may be subject to substantial volatility, and shareholders may lose all or a substantial part of their investment.

Our Common Shares currently trade on Nasdaq Capital Market. There is limited public float, and trading volume historically has been low and sporadic. As a result, the market price for our Common Shares may not necessarily be a reliable indicator of our fair market value. The price at which our Common Shares trades may fluctuate as a result of a number of factors, including the number of shares available for sale in the market, quarterly variations in our operating results, actual or anticipated announcements of new releases by us or competitors, the gain or loss of sources of revenues, changes in the estimates of our operating performance, market conditions in our industry and the economy as a whole.

5

Because we do not anticipate paying any cash dividends on our Common Shares in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We have never paid or declared any cash dividends on our Common Shares. We currently intend to retain earnings, if any, to finance the growth and development of our business and we do not anticipate paying any cash dividends in the foreseeable future. As a result, only appreciation of the price of our Common Shares will provide a return to our shareholders.

Resales of our Common Shares in the public market during this offering by our shareholders may cause the market price of our Common Shares to fall.

Sales of a substantial number of our Common Shares could occur at any time. The issuance of new Common Shares could result in resales of our Common Shares by our current shareholders concerned about the potential ownership dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our Common Shares.

We are subject to the rules of the Nasdaq Capital Market and there can be no assurance that we will be able to maintain continued Nasdaq listing criteria.

Our Common Shares began trading on Nasdaq on March 1, 2021 and we are subject to the rules and regulations of Nasdaq.

In order to maintain compliance with all continued listing requirements, we pay legal, accounting and compliance fees to advisors and regulatory organizations and will have to continue to pay additional fees if our Common Shares remain listed on Nasdaq. Any changes to rules, regulations policies or guidelines issued by Nasdaq or other regulatory authorities may impact our ability to comply, increase the risk of non-compliance and increase fees we pay to maintain or regain such compliance. There is no assurance that we will be able to comply with the applicable Nasdaq continued listing standards within any projected timeframes, or at all, and maintain listing status on Nasdaq.

On April 9, 2026, we received a deficiency letter from the Listing Qualifications Department of Nasdaq, notifying us that we were not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of US$1.00 per share. Under Nasdaq Listing Rule 5810(c)(3)(A), we were granted a period of 180 calendar days until October 6, 2026 to regain compliance with the minimum bid price requirement. On September 23, 2026, we received a written notice from Nasdaq that we have regained compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq staff made this determination of compliance after the closing bid price of our Common Shares on Nasdaq was at US$1.00 per share or greater for the 10 consecutive business days prior to the date of the notice. Accordingly, we have regained compliance with Nasdaq Listing Rule 5550(a)(2), and Nasdaq considers the prior bid price deficiency matter now closed. However, there can be no assurance that we will be able to maintain compliance with the minimum bid price requirement or that we will otherwise be in compliance with other Nasdaq listing criteria. 

Any failure to maintain compliance with applicable continued listing requirements and regulations may result in the delisting of our Common Shares from Nasdaq. Such events may have material adverse effects on our business and financial condition.

6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains, and any accompanying prospectus supplement will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Private Securities Litigation Reform Act of 1995, and other Canadian, Federal and Israeli securities laws. Also, documents that we incorporate by reference into this prospectus, including documents that we subsequently file with the SEC, contain and will contain forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “may,” “will,” “could,” “should,” “expect,” “anticipate” “objective,” “goal,” “intend,” “estimate,” “believe,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference in this prospectus and any prospectus supplement regarding our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

You should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions, including in many cases decisions or actions by third parties, that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this prospectus, the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this prospectus and supplements to this prospectus (if any) under the caption “Risk Factors,” “Use of Proceeds,” and elsewhere in this prospectus as well as in our 2025 Annual Report, including without limitation under the captions “Risk Factors” and “Item 5. - Operating and Financial Review and Prospects,” and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus, the documents incorporated by reference herein and any prospectus supplement.

USE OF PROCEEDS

As of the date of this prospectus, we have received US$1,020,000 in gross proceeds from the issuance of the Initial Promissory Note. We intend to use the net proceeds received from the issuance of the Initial Promissory Note for general corporate purposes.

We will not receive any proceeds from the sale of the Common Shares by the Selling Shareholder. All net proceeds from the sale of the Common Shares covered by this prospectus will go to the Selling Shareholder. However, we will receive cash proceeds equal to the total exercise price of the Warrant to the extent that the Warrant is exercised using cash. We intend to use the proceeds from the exercise of the Warrant, if any, for general corporate purposes.

7

CAPITALIZATION  

The following table sets forth our cash and our capitalization as of June 30, 2026:

• on an actual basis;

• on a pro forma basis to give effect to (i) the issuance of the promissory notes and accompanying warrants in the aggregate principal amount of US$225,000 pursuant to the note purchase agreement entered into by the Company and the Selling Shareholder on July 1, 2026, or the July 2026 Promissory Note, (ii) the issuance of the promissory notes and accompanying warrants in the aggregate principal amount of US$250,000 pursuant to the note purchase agreement entered into by the Company and the Selling Shareholder on August 6, 2026, or the August 2026 Promissory Note, (iii) the issuance of the promissory notes and accompanying warrants in the aggregate principal amount of US$225,000 pursuant to the note purchase agreement entered into by the Company and the Selling Shareholder on September 2, 2026, or the September 2026 Promissory Note, (iv) finance expenses in the aggregate amount of US$70,000 for the original issuance discount of 10% for the July 2026 Promissory Note, August 2026 Promissory Note, and September 2026 Promissory Note, (v) the issuance of the convertible settlement notes in the principal amount and accruing interest thereon in the aggregate amount of US$471,895 pursuant to the debt settlement agreement entered into by the Company and certain holders of the Company on October 7, 2026, or the October 2026 Convertible Settlement Notes, (vi) the issuance of the 243,245 warrants accompanying the October 2026 Convertible Settlement Notes, (vii) the issuance of 38,624 Common Shares and 55,838 pre-funded warrants issued and sold to a certain credit holder, or the Credit Holder, of the Company pursuant to the creditor agreement entered into by the Company and the Credit Holder on September 16, 2026, or the Credit Agreement, (viii) the sale of IMC Holdings and the Company’s Germany-focused operations, (ix) the offer and sale of 655,000 Common Shares at US$2.00 per share in connection with the securities purchase agreement entered into by the Company and certain accredited investors on September 23, 2026 in a registered direct offering, and (x) the issuance of the Initial Promissory Note and accompanying Warrant in the aggregate principal amount of US$1,200,000; and

• on a pro forma as adjusted basis to give further effect to (i) the issuance of an aggregate of 8,780,892 Common Shares issuable upon the full conversion of the Initial Promissory Note and accrued interest thereon, assuming a conversion Floor Price of US$0.1449 per Common Share, and (ii) the full exercise of the Warrant, assuming exercise at the current Floor Price in effect of US$0.1449.

8

The following table should be read in conjunction with “Use of Proceeds,” our Interim Consolidated Financial Statements as of and for the six months ended June 30, 2026 in our Report of Foreign Private Issuer on Form 6-K, furnished with the SEC on August 13, 2026 and incorporated by reference herein, and “Management’s Discussion and Analysis of IM Cannabis Corp. for the six months ended June 30, 2026”, attached as Exhibit 99.3 to such Report of Foreign Private Issuer on Form 6-K, incorporated by reference herein.

		As of June 30, 2026
Canadian dollars in C$ thousands		Actual				Pro forma				Pro forma as adjusted
Cash and cash equivalents		$	1,617			$	5,425			$	8,777
Restricted cash deposit			124				124				124
Trade receivables			6,858				4,972				4,972
Other current assets			4,848				2,365				2,365
Inventory			2,857				1,665				1,665
Investments in affiliate			1,975				-				-
Property, plant and equipment, net			3,652				416				416
Intangible assets, net			458				458				458
Goodwill			2,073				2,073				2,073
Right-of-use assets, net			230				90				90
Total assets		$	24,692			$	17,588			$	20,940
Liabilities:
Current maturities of operating lease liabilities		$	174			$	78			$	78
Trade payables			8,472				6,156				6,156
Other current liabilities			7,728				2,980				2,980
Overdraft and credit from bank institutions and others			11,404				3,673				3,673
Convertible promissory notes			1,576				4,922				3,247
Derivative warrants liabilities and prefunded warrants			12				12				12
Operating lease liabilities			17				5				5
Credit from bank institutions and others			661				661				661
Deferred tax liabilities			277				19				19
Total liabilities		$	30,321			$	18,506			$	16,831
Shareholders’ equity:
Share capital and share premium			274,847				230,037				235,165
Capital reserve from translation differences of foreign operations			(3,345	)			(3,345	)			(3,345	)
Amount received on account of financial instruments and other			2,062				2,062				2,062
Capital reserve from share-based payment transactions			475				475				475
Capital reserve from transaction with non-controlling interests			(2,872	)			(2,872	)			(2,872	)
Capital reserve from transaction with controlling shareholder			33				33				33
Accumulated loss			(276,739	)			(227,218	)			(227,319	)
Total equity (deficit)			(5,539	)			(828	)			4,199
Non-controlling interests			(90	)			(90	)			(90	)
Total equity (deficit)			(5,629	)			(918	)			4,109
Total Capitalization			24,692				17,588				20,940

9

SELLING SHAREHOLDERS

On November 4, 2026, we entered into the November 2026 Purchase Agreement with the Selling Shareholder, pursuant to which we issued and sold to the Selling Shareholder: (i) the Initial Promissory Note, in the Subscription Amount of US$1,200,000, for an aggregate purchase price of US$1,020,000, representing 85% of the Subscription Amount, and (ii) the accompanying Warrant to purchase up to 3,936,330 Common Shares.

The Initial Promissory Note bears interest at a rate of 4.0% per annum, accruing from the Initial Closing Date, which rate may increase to 14.0% upon the occurrence of an event of default (as defined in the Initial Promissory Note). The Initial Promissory Note is not repayable in cash, and all amounts payable thereunder will be satisfied solely through the issuance of Common Shares upon conversion of the Initial Promissory Note in accordance with its terms.

The outstanding principal amount of, and accrued on, the Initial Promissory Note is convertible, in whole or in part, at the option of the Selling Shareholder at any time after its issuance, into Common Shares at a conversion price equal to the lower of (i) the Fixed Price, or (ii) the Variable Price, provided, however, that the Variable Price will not be lower than the Floor Price. The Fixed Price in the Initial Promissory Note is US$0.610. The Floor Price in the Initial Promissory Note is US$0.1449. No fractional Common Shares will be issued upon conversion of the Initial Promissory Note. Any fractional share otherwise issuable will be rounded down to the nearest whole Common Share.

The Initial Promissory Note matures on March 4, 2029, which is 28 months from its issuance, and the outstanding principal amount and accrued interest are to be repaid in ten equal monthly installments beginning the first day of the month following the 18^th month anniversary of the issuance thereof, which is June 1, 2028, unless repaid earlier (partially or in full) at our option or if extended at the option of the Selling Shareholder.

Conversion of the Initial Promissory Note is subject to a beneficial ownership limitation, which prohibits the Selling Shareholder from effecting any conversion to the extent that, after giving effect thereto, the Selling Shareholder would beneficially own more than 4.99% of the outstanding Common Shares. The Warrant is subject to a beneficial ownership limitation of 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of the Warrant Shares upon the exercise of the Warrant.

The Warrant entitles its holder to purchase up to 3,936,330 Common Shares at an exercise price of US$0.610 per Common Share. The Warrant became exercisable immediately upon its issuance, on November 4, 2026, and may be exercised at any time until its termination date, November 3, 2029. If the Warrant is not exercised prior to its termination date, November 3, 2029, it will expire and be of no further force or effect. Subject to certain exceptions, the exercise price and the number of Common Shares issuable upon exercise of the Warrant will not be adjusted upon any share dividend, share split or reclassification of the Common Shares. However, the Floor Price shall adjust proportionately in the event of any of the foregoing at any time while the Warrant is outstanding. If we issue or sell, or are deemed to issue or sell, Common Shares at a price per share, or the New Issuance Price, lower than the exercise price then in effect, the exercise price of the Warrant will be reduced to the higher of the New Issuance Price or the Floor Price then in effect. The Warrant and the Warrant Shares may not be traded for a period of four months from its issuance date, except as permitted under applicable securities legislation. 

The 25,348,613 Common Shares being offered by the Selling Shareholder pursuant to this prospectus consist of: (i) the Note Shares, which represent the maximum number of Common Shares issuable upon conversion in full of the Initial Promissory Note in the Subscription Amount, subject to certain adjustments, issued under the November 2026 Purchase Agreement, assuming conversion without regard to any limitations on issuance or conversion of the Initial Promissory Note, and (ii) the Warrant Shares issuable upon the exercise of the Warrant.

For additional information regarding the November 2026 Purchase Agreement, see “Prospectus Summary – Our Company – Recent Financing Activities – November 2026 Private Placement.” We are registering the Note Shares and the Warrant Shares in order to permit the Selling Shareholder to offer such shares for resale from time to time.

To our knowledge, the Selling Shareholder does not have, and has not had within the past three years, any position, office or other material relationship with us or any of our predecessors or affiliates, other than their ownership of securities issued by the Company and the Selling Shareholder’s service to the Company as a consultant.   The Selling Shareholder has purchased our securities in multiple transactions since July 2025.

To our knowledge, the Selling Shareholder is not an affiliate of a broker-dealer and there are no participating broker-dealers. To the extent the Selling Shareholder would be an affiliate of a broker-dealer, or if there would be any participating broker-dealer, the Selling Shareholder and/or participating broker-dealer would be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions or discounts given to the Selling Shareholder or broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act.

10

The table below lists the Selling Shareholder and other information regarding the beneficial ownership of the Common Shares by the Selling Shareholder. The second column lists the number of Common Shares beneficially owned by the Selling Shareholder, based on its ownership of the Common Shares, as of the date set forth in the relevant footnote next to the Selling Shareholder’s name. The fourth column assumes the sale of all of the Common Shares offered by the Selling Shareholder pursuant to this prospectus.

Under the terms of the November 2026 Purchase Agreement, the Initial Promissory Note and the Warrant, in no event shall the Selling Shareholder’s beneficial ownership or voting power of the issued and outstanding Common Shares exceed 4.99% immediately after giving effect to any issuance of the Note Shares and Warrant Shares.

This prospectus covers the resale of the maximum number of Note Shares based on a Conversion Price of US$0.1449 and Warrant Shares issuable under the November 2026 Purchase Agreement based on a Floor Price of US$0.1449.

The term “Selling Shareholder” also includes any transferees, pledgees, donees, or other successors in interest to the Selling Shareholder named in the table below. Unless otherwise indicated, to our knowledge, the Selling Shareholder named in the table below has sole voting and investment power (subject to applicable community property laws) with respect to the Common Shares set forth opposite its name. We will file a supplement to this prospectus (or a post-effective amendment to the registration statement of which this prospectus forms a part, if necessary) to name successors to the Selling Shareholder who are able to use this prospectus to resell the securities registered hereby.

The Selling Shareholder may sell all, some or none of its Common Shares in this offering. See “Plan of Distribution.”

Name of Selling Shareholder		Shares Beneficially Owned Prior to Offering(1)								Maximum Number of Shares to be Sold Pursuant to this Prospectus				Shares Owned Immediately After Sale of Maximum Number of Shares in this Offering
		Number				Percentage				Number				Number				Percentage(2)
L.I.A. Pure Capital Ltd(2)			215,280	(3)			4.99	%			25,348,613				215,280				4.99	%

*

Less than 1%.

(1)	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Common Shares subject to options or warrants currently exercisable, or exercisable within 60 days of November 10, 2026, are counted as outstanding for computing the percentage of the Selling Shareholder holding such options or warrants but are not counted as outstanding for other purposes. Percentage of shares beneficially owned is based on 1,844,162 Common Shares issued and outstanding as of November 10, 2026.
(2)	Kfir Silberman is the control person for L.I.A. Pure Capital Ltd. with voting and dispositive power over the Common Shares held by L.I.A. Pure Capital Ltd. The address for L.I.A. Pure Capital Ltd. is 20 Raoul Wallenberg Tel Aviv 6971917 Israel. Based on information provided to us by L.I.A. Pure Capital Ltd on November 8, 2026.
(3)	Includes: (i) 4,667 Common Shares issuable upon the exercise of the 2025 Finders Warrants issued in the 2025 Private Placement, (ii) 10,727 Common Shares issuable upon the exercise of the January 2026 Warrants, (iii) 49,446 Common Shares issuable upon the exercise of the July 2026 Warrants, (iv) 68,418 Common Shares issuable upon the exercise of the August 2026 Warrants, (v) 77,855 Common Shares issuable upon the exercise of the September 2026 Warrants, and (vi) 4,167 Common Shares issuable upon the exercise of Common Warrants held by Xylo Technologies Ltd., an entity controlled by Kfir Silberman, who is the control person for L.I.A. Pure Capital Ltd. and holds voting and dispositive power over the Common Shares held by L.I.A. Pure Capital Ltd. The percentage in the table above gives effect to the 4.99% beneficial ownership limitation set forth under the terms of such Pre-Funded Warrants and Warrant. Based on information provided to us by L.I.A. Pure Capital Ltd on November 8, 2026.

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PLAN OF DISTRIBUTION

The Selling Shareholder of the securities and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of the securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholder may use any one or more of the following methods when selling securities:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• settlement of short sales;

• in transactions through broker-dealers that agree with the Selling Shareholder to sell a specified number of such securities at a stipulated price per security;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• a combination of any such methods of sale; or

• any other method permitted pursuant to applicable law.

The Selling Shareholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with Rule 2440 of the Financial Industry Regulatory Authority, or FINRA, and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, or the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Shares by the Selling Shareholder or any other person. We will make copies of this prospectus available to the Selling Shareholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Other than in the United States, no action has been taken by us or the Selling Shareholder that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

12

LEGAL MATTERS

Certain legal matters concerning this offering will be passed upon for us by Sullivan & Worcester LLP, New York, New York. Certain legal matters with respect to the legality of the issuance of the securities offered by this prospectus and other legal matters concerning this offering relating to Canadian law will be passed upon for us by Boughton Law Corporation, Vancouver, British Columbia, Canada.

EXPERTS

The financial statements incorporated by reference in this prospectus and elsewhere in this registration statement for the years ended December 31, 2025 and 2024 have been so incorporated by reference in reliance upon the report of Fahn Kanne & Co. Grant Thornton Israel, independent registered public accounting firm, upon the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of IM Cannabis Corp. appearing in IM Cannabis Corp.'s Annual Report (Form 20-F) for the year ended December 31, 2023, have been audited by Kost Forer Gabbay & Kasierer, a member of EY Global, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), incorporated by reference therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

EXPENSES

The following are the estimated expenses of this offering payable by us related to the filing of the registration statement of which this prospectus forms a part. With the exception of the SEC registration fee, all amounts are estimates and may change:

SEC registration fee	US$		1,350.76
Printer fees and expenses	US$		1,500.00
Legal fees and expenses	US$		30,000.00
Accounting fees and expenses	US$		28,000.00
Total	US$		60,850.76

13

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Province of British Columbia, Canada. Service of process upon us and upon our directors and officers named in the registration statement of which this prospectus forms a part, a substantial majority of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and a substantial of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.

We have been informed by our legal counsel in Canada, Boughton Law Corporation, that it may be difficult to assert U.S. securities law claims in original actions instituted in Canada. Canadian courts may refuse to hear a claim based on a violation of U.S. securities laws because Canada is not the most appropriate forum to bring such a claim. In addition, even if a Canadian court agrees to hear a claim, it may determine that Canadian law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Canadian law.

Subject to specified time limitations and legal procedures, Canadian courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:

• the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Canada;

• the judgment is final and is not subject to any right of appeal;

• the prevailing law of the foreign state in which the judgment was rendered allows for the enforcement of judgments of Canadian courts;

• adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;

• the liabilities under the judgment are enforceable according to the laws of British Columbia, Canada and the judgment and the enforcement of the civil liabilities set forth in the judgment is not contrary to the law or public policy in British Columbia, Canada nor likely to impair the security or sovereignty of British Columbia, Canada;

• the judgment was not obtained by fraud and does not conflict with any other valid judgments in the same matter between the same parties;

• an action between the same parties in the same matter is not pending in any British Columbia court at the time the lawsuit is instituted in the foreign court; and

• the judgment is enforceable according to the laws of British Columbia, Canada and according to the law of the foreign state in which the relief was granted.

If a foreign judgment is enforced by a British Columbia court, it generally will be payable in Canadian currency, which can then be converted into non-Canadian currency and transferred out of Canada. The usual practice in an action before a British Columbia court to recover an amount in a non-Canadian currency is for the British Columbia court to issue a judgment for the equivalent amount in Canadian currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of a British Columbia court stated in Canadian currency ordinarily will be linked to the Canadian consumer price index plus interest at the annual statutory rate set by British Columbia regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.

14

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are a British Columbia company and are a “foreign private issuer” as defined in Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. Further, our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act and for so long as we remain a foreign private issuer incorporated in Canada and subject to National Instrument 55-104 in Canada, our directors, officers and principal shareholders are exempt from the reporting provisions contained in Section 16 of the Exchange Act.

In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, on a Report of Foreign Private Issuer on Form 6-K, unaudited interim financial information.

We maintain a corporate website at https://www.imcannabis.com. We will post on our website any materials required to be so posted on such website under applicable corporate or securities laws and regulations, including any notices of general meetings of our shareholders.

The SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. Information contained on, or that can be accessed through, our website and other websites listed in this prospectus do not constitute a part of this prospectus. We have included these website addresses in this prospectus solely as inactive textual references.

This prospectus is part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement and the exhibits thereto filed with the SEC. For further information with respect to us and the securities offered hereby, you should refer to the complete registration statement on Form F-3, which may be obtained from the locations described above. Statements contained in this prospectus or in any prospectus supplement about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual document.

15

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:

• Our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026;

• Our Reports of Foreign Private Issuer on Form 6-K filed on March 31, 2026, April 6, 2026, April 10, 2026, May 7, 2026, May 13, 2026 (excluding the section titled “Management Commentary” of Exhibit 99.1, Exhibit 99.4 and Exhibit 99.5 thereto), June 3, 2026, June 9, 2026, June 18, 2026, July 1, 2026, July 27, 2026, August 7, 2026, August 13, 2026, August 17, 2026, August 18, 2026, August 27, 2026, September 2, 2026, September 23, 2026 (first report), September 23, 2026 (second report), September 24, 2026, September 25, 2026, September 28, 2026, October 2, 2026, and November 4, 2026; and

• The description of our securities contained in our Form 40-FR12B (File No. 001-40065), filed with the SEC on February 12, 2021, as amended by Exhibit 2.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026.

All subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Report of Foreign Private Issuer on Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying in such Reports of Foreign Private Issuer on Form 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and any Reports of Foreign Private Issuer on Form 6-K so identified shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede the information contained in this prospectus.

We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at: Beit Hakshatot, Kibutz Glil-Yam, Israel, 4690500, Tel: +972-54-2815033; Attention: Asi Levi.

16

IM CANNABIS CORP.

Up to 25,348,613 Common Shares

PROSPECTUS

, 2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers

The Business Corporation Act (British Columbia), or the BCBCA, provides that a company may:

(a) indemnify an eligible party (as defined below) against all eligible penalties (as defined below) to which the eligible party is or may be liable; and

(b) after the final disposition of an eligible proceeding (as defined below), pay the expenses (as defined below) actually and reasonably incurred by an eligible party in respect of that proceeding.

However, after the final disposition of an eligible proceeding, a company must pay expenses actually and reasonably incurred by an eligible party in respect of that proceeding if the eligible party (i) has not been reimbursed for those expenses, and (ii) is wholly successful, on the merits or otherwise, or is substantially successful on the merits, in the outcome of the proceeding. The BCBCA also provides that a company may pay the expenses as they are incurred in advance of the final disposition of an eligible proceeding, if the company first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited under the BCBCA, the eligible party will repay the amounts advanced.

For the purposes of the BCBCA, an "eligible party", in relation to a company, means an individual who:

(a) is or was a director or officer of the company;

(b) is or was a director or officer of another corporation (i) at a time when the corporation is or was an affiliate of the company, or (ii) at the request of the company; or

(c) at the request of the company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,

and includes, with some exceptions, the heirs and personal or other legal representatives of that individual.

An "associated corporation" means a corporation or entity referred to in paragraph (b) or (c) of the definition of "eligible party" above.

An "eligible penalty" under the BCBCA means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding.

An "eligible proceeding" under the BCBCA is a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the company or an associated corporation (i) is or may be joined as a party, or (ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding.

"expenses" include costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding.

A "proceeding" includes any legal proceeding or investigative action, whether current, threatened, pending or completed.

Notwithstanding the foregoing, the BCBCA prohibits indemnifying an eligible party or paying the expenses of an eligible party if any of the following conditions apply:

(a) if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that such agreement was made, the company was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

(b) if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the company is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

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(c) if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the company or the associated corporation, as the case may be; or

(d) in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party's conduct in respect of which the proceeding was brought was lawful.

Additionally, if an eligible proceeding is brought against an eligible party by or on behalf of the company or by or on behalf of an associated corporation, the company must not (i) indemnify the eligible party in respect of the proceeding; or (ii) pay the expenses of the eligible party in respect of the proceeding.

Whether or not payment of expenses or indemnification has been sought, authorized or declined under the BCBCA, on the application of a company or an eligible party, the Supreme Court of British Columbia may do one or more of the following:

(a) order a company to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;

(b) order a company to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;

(c) order the enforcement of, or any payment under, an agreement of indemnification entered into by a company;

(d) order a company to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order; or

(e) make any other order the court considers appropriate.

The BCBCA provides that a company may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the company or an associated corporation.

The Company's articles define "eligible penalty" to mean a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding. An "eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director, or an eligible party, or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director of the Company (a) is or may be joined as a party; or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding.

The Company's articles, subject to the BCBCA, provide that the Company must indemnify a director, former director and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the aforementioned terms.

The Company's articles further provide that subject to any restrictions in the BCBCA, the Company may indemnify any person and that the failure of a director or officer of the Company to comply with the BCBCA or the Company's articles does not invalidate any indemnity to which he or she is entitled under the Company's articles.

The Company is authorized by its articles to purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who: (i) is or was a director, officer, employee or agent of the Company; (ii) is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company; (iii) at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; (iv) at the request of the Company, holds or held a position equivalent to that of a director, or officer of a partnership, trust, joint venture or other unincorporated entity; against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position.

The Company maintains directors' and officers' liability insurance coverage through primary and Side A policies covering the Company and its subsidiaries, with annual aggregate policy limits of US$5,000,000, subject to a corporate self-retention of US$5,000,000. This insurance provides indemnity to the Company and to its directors and officers as required or permitted by law for liability claim damages, including legal costs, incurred by officers, directors and alternate directors in their capacity as such. This policy, subject to its terms and conditions, may also provide coverage directly to individual directors and officers if they are not indemnified by the Company. The insurance coverage for directors and officers is subject to various terms, conditions, and exclusions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

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Item 9. Exhibits

Exhibit Number		Exhibit Description
4.1		Initial Promissory Note (incorporated herein by reference to Exhibit 4.1 to Report of Foreign Private Issuer on Form 6-K filed with the SEC on November 4, 2026).
4.2		Warrant (incorporated herein by reference to Exhibit 4.2 to Report of Foreign Private Issuer on Form 6-K filed with the SEC on November 4, 2026).
5.1*		Opinion of Boughton Law Corporation, Canadian counsel to IM Cannabis Corp.
10.1		November 2026 Purchase Agreement, dated as of November 4, 2026, by and between IM Cannabis Corp. and the investor party signatory thereto (incorporated herein by reference to Exhibit 10.1 to Report of Foreign Private Issuer on Form 6-K filed with the SEC on November 4, 2026).
23.1*		Consent of Fahn Kanne & Co. Grant Thornton Israel, an independent registered public accounting firm
23.2*		Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, an independent registered public accounting firm
23.3*		Consent of Boughton Law Corporation (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page of the Registration Statement).
107*		Calculation of Filing Fee Tables.

*

Filed herewith.

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Item 10. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and a(l)(iii) do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(5) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the Registrant is relying on Rule 430B:

A. Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hertzliya, Kibutz Glil-Yam, State of Israel on November 10, 2026.

	IM CANNABIS CORP.
	By:	/s/ Oren Shuster
		Oren Shuster
		Chief Executive Officer

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POWER OF ATTORNEY

The undersigned officers and directors of IM Cannabis Corp. hereby constitute and appoint each of Oren Shuster and Asi Levi with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form F-3 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, as amended, in connection with the said registration under the Securities Act, as amended, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by each of the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Oren Shuster		Chief Executive Officer, Director		November 10, 2026
Oren Shuster		(Principal Executive Officer)
/s/ Asi Levi		Chief Financial Officer		November 10, 2026
Asi Levi		(Principal Financial and Accounting Officer)
/s/ Oz Adler		Chairman of the Board of Directors		November 10, 2026
Oz Adler
/s/ Moti Marcus		Director		November 10, 2026
Moti Marcus
/s/ Assaf Yitzhaik		Director		November 10, 2026
Assaf Yitzhaik
/s/ Eli Zamir		Director		November 10, 2026
Eli Zamir

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 SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of IM Cannabis Corp, has signed this registration statement on November 10, 2026.

	Puglisi & Associates
	By:	/s/ Donald J. Puglisi
		Donald J. Puglisi Managing Director

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