Vancouver – September 24, 2026 -- IM Cannabis Corp. (Nasdaq: IMCC) has closed a registered direct offering, selling 655,000 common shares at US$2.00 apiece for gross proceeds of US$1.31 million before expenses.
Company invokes financial hardship exemption to bypass minority shareholder approval
The offering included a related-party component: Invest-Pro - Shukai Hon Ltd., a firm linked to IMCC director Eli Zamir, subscribed for 164,585 shares at US$2.00 each, totaling US$329,170. Because Zamir sits on IMCC's board, the transaction qualified as a related-party deal under Multilateral Instrument 61-101, which typically mandates a formal valuation and minority shareholder approval. IMCC's board and at least two-thirds of its independent directors determined, acting in good faith, that the company faced serious financial difficulty, that the offering was structured to improve its financial position, and that the terms were reasonable given those circumstances -- allowing it to rely on statutory exemptions from both requirements.
Disclosure timeline compressed due to liquidity pressure
IMCC did not file the required material change report at least 21 days before closing, citing the fact that Invest-Pro's participation details were finalized only shortly before the deal closed. The company said the shortened disclosure window was necessary given its liquidity position and outstanding debt obligations, along with the benefits of completing the raise on an expedited basis. Zamir disclosed his interest, recused himself from the independent directors' deliberations, and abstained from voting on resolutions approving both Invest-Pro's participation and the exemption reliance. No special committee was formed.
Proceeds earmarked for working capital as German unit heads for exit
Net proceeds will fund working capital and general corporate purposes, including evaluation of additional business opportunities. The raise follows an August 17, 2026 agreement to sell I.M.C. Holdings Ltd.; once that deal closes, IMCC expects to retain its Israeli medical cannabis operations while its German business, run through Adjupharm GmbH, moves indirectly to the buyer. The shares were issued under IMCC's shelf registration statement on Form F-3, declared effective by the SEC on July 9, 2025.