IM Cannabis (IMCC) raises US$250K via convertible note and warrant

Rhea-AI Filing Summary

IM Cannabis Corp. entered a note purchase agreement with an institutional investor, issuing a US$250,000 convertible note and a warrant for up to 272,861 common shares. The company expects net proceeds of US$225,000 for general corporate purposes.

The note bears 8.0% annual interest, rising to 14.0% upon an event of default, and is repayable only in shares. Conversion uses the lower of a fixed price of $0.339 or 90% of the lowest 20-day VWAP, subject to a $0.07 floor price and a 4.99% beneficial ownership cap. The warrant is immediately exercisable at CAD$0.47 per share until April 6, 2031, with trading restrictions for four months, and the company must file a resale registration statement on Form F-3 within 30 trading days of closing.

Key Figures

Convertible note principal: US$250,000 Net proceeds: US$225,000 Note interest rate: 8.0% per annum +5 more

8 metrics

Convertible note principal US$250,000 Subscription Amount under Note Purchase Agreement

Net proceeds US$225,000 Intended for general corporate purposes

Note interest rate 8.0% per annum From Closing Date, 14.0% on Event of Default

Fixed conversion price $0.339 Fixed Price used in conversion price formula

Floor conversion price $0.07 Minimum Variable Price under conversion terms

Warrant shares 272,861 shares Maximum common shares purchasable under warrant

Warrant exercise price CAD$0.47/share Exercise price per Warrant Share

Beneficial ownership cap 4.99% Maximum ownership after any note conversion

Key Terms

convertible note, Warrant Shares, Floor Price, Fixed Price, +2 more

6 terms

convertible note financial

"the Company issued to the Investor (A) a convertible note (the “Note”)"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

Warrant Shares financial

"The Warrant entitles its holder to purchase one Common Share (each, a “Warrant Share”)"

Warrant shares are the company stock that can be issued when holders exercise warrants — contracts that give someone the right to buy shares at a set price. Think of a coupon that lets you buy a product later at today’s price; if the market price rises above that set price, the coupon gains value and new shares are created. Investors care because issuing warrant shares can change ownership percentages, raise cash for the company, and offer leveraged upside or extra dilution depending on how the market moves.

Floor Price financial

"provided, however, that the Variable Price will not be lower than the Floor Price"

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.

Fixed Price financial

"The Fixed Price set in the Note is $0.339."

A fixed price is a set, non‑changing amount assigned to a security, asset, product or offering that does not vary with market bids or negotiation during the sale period. For investors it matters because it removes price uncertainty—like a store tag telling you the cost up front—so buyers can plan cash needs and compare value without worrying that the price will move during the transaction.

beneficial ownership cap financial

"including a beneficial ownership cap of 4.99% of the outstanding Common Shares"

A beneficial ownership cap is a rule that limits how much of a company a single investor or related group can effectively control, even if legal ownership could be higher. Think of it as a speed limit for ownership that prevents any one party from accumulating a controlling stake; it matters to investors because it affects takeover risk, voting power, dilution, and potential returns by shaping who can influence corporate decisions.

Form F-3 regulatory

"to file a resale registration statement on Form F-3 (the “Registration Statement”)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026.

Commission File Number: 001-40065

IM Cannabis Corp.
(Exact Name of Registrant as Specified in Charter)

Kibbutz Glil Yam, Central District, Israel 4690500
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

CONTENTS

Note Purchase Agreements, Convertible Notes and Warrants

On April 6, 2026, IM Cannabis Corp. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company issued to the Investor (A) a convertible note (the “Note”) in the principal amount of US$250,000 (the “Subscription Amount”), which is convertible into the Company’s common shares, no par value per share (the “Common Shares”), at a purchase price equal to ninety percent (90%) of the Subscription Amount;  and (B) a warrant to purchase up to 272,861 Common Shares (the “Warrant”), equal to a number of Common Shares determined by thirty-three and one-third percent (33⅓%) of the Subscription Amount divided by an exercise price of CAD$0.47 per Common Share (the “Offering”). The Offering is expected to close on April 7, 2026 (the “Closing Date”). The Company intends to use the net proceeds of US$225,000 received from the Offering for general corporate purposes.

The Note bears an interest rate of eight percent (8.0%) per annum accruing from the Closing Date (which shall increase to fourteen percent (14.0%) upon the occurrence of an Event of Default (as defined in the Note). The Note is not repayable in cash and the Company’s obligations thereunder will be satisfied solely through the issuance of Common Shares upon conversion of the Note in accordance with its terms.

The number of Common Shares issuable upon any conversion of the principal amount under the Note is determined by dividing the applicable conversion amount by the conversion price (the “Conversion Price”). The Conversion Price is equal to the lower of (i) the Fixed Price, as defined in the Note, or (ii) ninety percent (90%) of the lowest daily volume-weighted average price of the Common Shares during the twenty (20) consecutive trading days immediately preceding the conversion date (the “Variable Price”), provided, however, that the Variable Price will not be lower than the Floor Price, as defined in the Note. The Fixed Price set in the Note is $0.339. The Floor Price set in the Note $0.07. No fractional Common Shares will be issued upon conversion, and any fractional amount will be rounded to the nearest $0.0001. Any fractional Common Shares will be rounded down to the nearest whole share.

The Warrant entitles its holder to purchase one Common Share (each, a “Warrant Share”) at an exercise price of CAD$0.47 per Warrant Share. The Warrant became exercisable immediately upon its issuance date, April 6, 2026, and will be exercisable for a period of five (5) years, until April 6, 2031 (the “Termination Date”). If the Warrant is not exercised by the Termination Date, the Warrant will expire and be of no further force or effect. The Warrant and the Warrant Shares may not be traded for a period of four (4) months, unless permitted under applicable securities legislation.

The Note includes customary limitations on conversion, including a beneficial ownership cap of 4.99% of the outstanding Common Shares after giving effect to such conversion.

The Purchase Agreement include customary representations, warranties and covenants of the Company and the Investor, including the Company’s obligation to reserve sufficient Common Shares for issuance upon conversion of the Notes and to file a resale registration statement on Form F-3 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) providing for the resale by the Investor of the Common Shares and the Warrant Shares issuable upon conversion of the Note within thirty (30) trading days after the Closing Date. The Company has also agreed to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible, but in no event later than the date which shall be the earlier of: (x) in the event that the Registration Statement is not subject to a full review by the SEC, sixty (60) calendar days after the Closing Date, or in the event that the Registration Statement is subject to a full review by the SEC, ninety (90) calendar days after the Closing Date, and (y) the fifth (5^th) business day after the date on which the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review.

The foregoing descriptions of the Note, the Warrant and the Purchase Agreement set forth above are qualified in their entirety by reference to the full text of the Note, the Warrant, and the Purchase Agreement attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, to this Report of Foreign Private Issuer on Form 6-K.

Incorporation by Reference

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-293236, 333-289571 and 333-288346) filed with the SEC to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Disclaimer for Forward-Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains forward-looking information or forward-looking statements under applicable Canadian and United States securities laws (collectively, "forward-looking statements").. For example, the Company is using forward-looking statements when it discusses the expected closing of the Offering and the intended use of the net proceeds from the Offering. All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. Forward-looking statements are based on assumptions that may prove to be incorrect. For example, the Company is using forward-looking statements when it discusses the receipt of the Subscription Amounts from the Offering and the expected use of proceeds.

The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward-looking statements due to a number of factors and risks. These include: the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the Company's ability to continue to meet the listing requirements of the Nasdaq Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and its subsidiaries (collectively, the "Group") to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group's obligations; the Group's possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group's cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt; risks surrounding war, conflict and civil unrest in Eastern Europe and the Middle East, including the impact of the Israel-Hamas and Israel-Iran war on the Company, its operations and the medical cannabis industry in Israel; risks associated with the Company focusing on the Israel and Germany markets; the inability of the Company to achieve sustainable profitability and/or increase shareholder value; the inability of the Company to actively manage costs and/or improve margins; the inability of the company to grow and/or maintain sales; the inability of the Company to meet its goals and/or strategic plans; the inability of the Company to reduce costs and/or maintain revenues; the Company's inability to take advantage of the legalization of medicinal cannabis in Germany; and the inability of the Company to find new business activities to broaden its growth avenues and support long-term value creation.

Please see the other risks, uncertainties and factors set out under the heading "Risk Factors" in the Company's annual report on Form 20-F filed with the United States Securities and Exchange Commission on March 31, 2025, which is available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca and Edgar at www.sec.gov/edgar. Any forward-looking statement included in this Report of Foreign Private Issuer on Form 6-K is made as of the date hereof and is based on the beliefs, estimates, expectations and opinions of management on the date such forward looking information is made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

EXHIBIT INDEX

Exhibit No.
4.1	Convertible Note
4.2	Common Warrant
10.1	Note Purchase Agreement, dated as of April 6, 2026, by and between IM Cannabis Corp. and the investor party signatory thereto

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IM CANNABIS CORP.
	(Registrant)
Date: April 6, 2026	By:	/s/ Oren Shuster
	Name:	Oren Shuster
	Title:	Chief Executive Officer and Director

FAQ

What financing did IMCC complete in this Form 6-K?

IM Cannabis Corp. completed a small financing through a US$250,000 convertible note and an attached warrant for up to 272,861 common shares, providing US$225,000 of net proceeds for general corporate purposes.

What are the key terms of IMCC’s new convertible note?

The note has a US$250,000 principal, 8.0% annual interest increasing to 14.0% on default, and is repayable only in common shares based on a conversion price tied to a fixed price or 90% of recent trading levels.

How is the conversion price of IMCC’s note determined?

The conversion price is the lower of a fixed price of $0.339 or 90% of the lowest daily volume-weighted average price over the prior 20 trading days, but never below a $0.07 floor price, limiting extreme dilution at very low prices.

What are the main terms of the IMCC warrant issued with the note?

The warrant allows purchase of up to 272,861 common shares at an exercise price of CAD$0.47 per share. It is exercisable immediately until April 6, 2031, with a four-month trading restriction on the warrant and underlying shares.

Does the IMCC convertible note have ownership limits for the investor?

Yes. The note includes a 4.99% beneficial ownership cap, meaning conversions cannot increase the investor’s holdings above 4.99% of IM Cannabis’s outstanding common shares after a conversion, limiting concentration of ownership.

What SEC filing must IMCC make related to the new securities?

IM Cannabis must file a resale registration statement on Form F-3 within 30 trading days after closing. This registration will cover resale of the common shares issuable upon conversion of the note and exercise of the warrant.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 113.1 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 85.7 KB
• EX-4.2 EXHIBIT 4.2 104.4 KB