IM Cannabis Wraps Up US$1.31M Share Sale to Accredited Investors

IM Cannabis Corp. (IMCC ), a medical cannabis company with operations in Israel and Germany, announced on September 24, 2026 the closing of its previously announced registered direct offering, under which the company sold and issued 655,000 common shares, no par value per share, to certain accredited investors at a purchase price of US$2.00 per share. Aggregate gross proceeds to the company totaled US$1.31 million, before deducting offering expenses.

The company said it intends to use the net proceeds from the offering for working capital and general corporate purposes, which may include evaluating potential additional business opportunities. The offering was made under the company’s effective shelf registration statement on Form F-3 (File No. 333-288346), which the Securities and Exchange Commission declared effective on July 9, 2025. The common shares were offered and sold only by means of a prospectus supplement and the accompanying base prospectus forming part of the effective registration statement, which were filed with the SEC.

The closing followed a pricing announcement on September 23, 2026, in which the company said it had entered into securities purchase agreements with certain accredited investors for the purchase and sale of the same 655,000 common shares at US$2.00 per share, for gross proceeds of approximately US$1.31 million at closing before offering expenses. That announcement stated the closing was expected to occur on or about September 24, 2026, subject to the satisfaction of customary closing conditions, and disclosed that one or more purchasers in the offering could be a related party of the company within the meaning of Multilateral Instrument 61-101.

Related-Party Participation

INVEST-PRO – SHUKAI HON LTD. (Invest-Pro), a company of which IM Cannabis director Eli Zamir is also a director, subscribed for 164,585 common shares at US$2.00 per share, for an aggregate subscription price of US$329,170 under the offering. The issuance of shares to Invest-Pro constituted a “related party transaction” within the meaning of MI 61-101. Absent an available exemption, the instrument would have required the company to obtain a formal valuation in respect of, and minority shareholder approval for, the transaction before its completion. The company said it relied on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101 on the basis of financial hardship.

Reliance on those exemptions was based on good-faith determinations by the company’s board of directors, and by at least two-thirds of its independent directors, that the company was in “serious financial difficulty,” that the offering was designed to improve the financial position of the company, and that the terms of the offering were reasonable in the circumstances of the company, according to the closing announcement. The company said the circumstances described in section 5.5(f) of MI 61-101 were not applicable, and that it also relied on the minority shareholder approval exemption on the basis that there was no requirement, corporate or otherwise, to hold a meeting to obtain approval of holders of any class of affected securities in connection with the offering.

The offering was approved by all directors who were independent in respect of the offering for purposes of MI 61-101. Zamir disclosed his interest in the offering, did not participate in the independent directors’ consideration of the offering, and abstained from voting on the resolutions approving Invest-Pro’s participation and the company’s reliance on the exemptions. No special committee was established in connection with the offering.

The company said further details regarding the offering and the related party transaction will be provided in a material change report to be filed by the company. It did not file a material change report at least 21 days before closing because the details of Invest-Pro’s participation were not finalized until shortly before closing. The company said it determined the shorter period was reasonable and necessary in the circumstances, given its financial condition, liquidity position and debt obligations and the benefits of completing the offering on an expedited basis.

Pending Sale of IMC Holdings

IM Cannabis currently operates a medical cannabis platform serving patients in Israel and, through Adjupharm GmbH, Germany. Its Israeli subsidiaries import and distribute cannabis to medical patients, and the company also operates medical cannabis retail pharmacies and online platforms in Israel.

As the company announced on August 17, 2026, it has entered into a definitive share purchase agreement dated August 16, 2026 with Slil.com Holding Ltd. to sell all of the issued and outstanding shares of I.M.C. Holdings Ltd. Before closing of that transaction, a pre-closing reorganization will transfer the company’s Israeli operations out of IMC Holdings. Following the reorganization, IMC Holdings is expected to hold, as its material assets, the equity interests in Adjupharm GmbH, Xinteza API Ltd. and Shiran Societe Anonyme, together with certain liabilities that will remain with IMC Holdings and be assumed or retained by Slil.

The consideration for that transaction consists of prior aggregate C$3,000,000 advance payments made by Slil, and an affiliate of Slil, to the company, together with Slil’s assumption of the retained liabilities, which are not to materially exceed C$9,400,000 in the aggregate unless otherwise adjusted by mutual agreement of the parties. No securities of IM Cannabis or IMC Holdings are being issued or exchanged as part of the transaction. Closing is subject to customary conditions, including completion of the pre-closing reorganization and receipt of a valid tax certificate from the Israel Tax Authority, with an outside date of September 30, 2026. The company said that, based on management’s pro forma analysis, it expects the transaction to result in an improvement of approximately C$3 million in shareholders’ equity. Slil is beneficially owned and controlled by Oren Shuster, the company’s chief executive officer, and the company has stated the sale constitutes a related party transaction under MI 61-101, for which it intends to rely on the same financial-hardship exemptions from the formal valuation and minority approval requirements.

In the closing announcement for the offering, the company said it expects to retain its Israeli medical cannabis operations upon completion of the IMC Holdings sale, while the German operations conducted through Adjupharm GmbH are expected to be held indirectly by the purchaser.