Key Highlights

● IM Cannabis sold 655,000 common shares at $2.00 each on September 24, 2026, raising about $1.31 million in gross proceeds.

● Director-affiliated entity Invest-Pro bought 164,585 shares for roughly $329,170 under a related-party hardship exemption.

● Proceeds are earmarked for working capital, general corporate purposes and evaluating potential Business opportunities.

● The raise comes alongside a pending sale of I.M.C. Holdings Ltd. and divestiture of the company's German operations.

IM Cannabis Corp. (NASDAQ:IMCC), which operates a medical cannabis platform in Israel and Germany, closed a registered direct offering of 655,000 common shares at $2.00 per share on September 24, 2026, generating approximately $1.31 million in gross proceeds, according to a 6-K filed the following day. Notably, a company director's affiliated entity participated in the offering under a related-party exemption citing financial hardship.

The Offering and Its Registration

The 655,000 shares were sold under IM Cannabis's effective Form F-3 shelf registration statement, which became effective July 9, 2025. CEO Oren Shuster signed the 6-K report on September 25, 2026. The filing states the company intends to use net proceeds for Working Capital and general corporate purposes, which may include evaluating potential additional business opportunities, a broad use-of-proceeds statement without commitment to any specific initiative.

The Related-Party Purchase

Invest-Pro, an entity associated with IM Cannabis director Eli Zamir, purchased 164,585 of the offered shares for approximately $329,170, roughly a quarter of the total offering by dollar value. The company relied on an exemption under Multilateral Instrument 61-101, a Canadian securities rule governing related-party transactions, citing a financial hardship exemption. The filing states that both the board and independent directors approved the related-party participation, a governance step required when insiders participate in a company's own securities offering under this kind of exemption.

IM Cannabis's Business and Recent Context

IM Cannabis describes itself as operating a medical cannabis platform, importing and distributing cannabis to medical patients in Israel through subsidiaries that include retail pharmacies and online ordering platforms. The filing also references a pending sale of I.M.C. Holdings Ltd., under which the company would retain its Israeli operations while divesting its German operations, conducted through Subsidiary Adjupharm GmbH. That pending divestiture provides context for why the company may be raising incremental working capital through a relatively small direct offering rather than a larger Capital Markets transaction.

Why the Financial Hardship Exemption Matters

MI 61-101's related-party transaction rules generally require additional disclosure, and sometimes minority Shareholder approval or formal valuations, when insiders participate in transactions with the company. A financial hardship exemption allows a company facing Liquidity constraints to bypass some of those more onerous requirements, provided the board and independent directors sign off, which the filing confirms occurred here. The use of this exemption, combined with the modest $1.31 million total raise size, suggests IM Cannabis prioritized speed and certainty of closing over a broader marketed offering.

A Small Raise Against a Larger Corporate Restructuring

Because IM Cannabis is simultaneously working through the disclosed pending sale of I.M.C. Holdings Ltd. and the related divestiture of its German business, a modest $1.31 million Equity raise reads as a working-capital bridge rather than a growth-financing event. The filing does not disclose the expected timeline or purchase price for the I.M.C. Holdings sale, nor does it say whether proceeds from that pending transaction would supersede the need for further small capital raises like this one. Both matters, the direct offering and the pending divestiture, are disclosed in the same filing period but are structured as separate transactions.

Foreign Private Issuer Reporting

IM Cannabis reports material events to the SEC on Form 6-K, which incorporates the underlying press release by reference rather than restating every detail in the cover filing itself, which is why the related-party purchase details and use-of-proceeds language appear in the attached exhibit.

Two Transactions to Track Going Forward

The offering closed September 24, 2026; the filing does not disclose any Escrow or delayed-funding conditions beyond the closing itself. The pending sale of I.M.C. Holdings Ltd. and divestiture of German operations through Adjupharm GmbH remains a separate transaction to watch for completion. No specific business opportunities being evaluated with proceeds are named in the filing, and future filings may clarify whether additional insiders participate in subsequent capital raises under similar exemptions.