IMCC · IM Cannabis Corp.

This filing discloses a material private financing event: IM Cannabis Corp. raised $225,000 in gross proceeds (net of 10% OID) through an unregistered convertible note issued to L.I.A. Pure Capital Ltd. The structure is highly dilutive — the $250,000 principal and accrued interest convert exclusively into common shares, with no cash repayment obligation, and is paired with warrants covering ~272,861 shares at CAD$0.47. The absence of a maturity date and prohibition on cash settlement shifts all repayment risk to equity holders, increasing potential share count pressure without corresponding cash inflow certainty. The warrant strike price is significantly below recent trading levels (implied from context), suggesting favorable terms for the investor and meaningful future dilution exposure. Proceeds are restricted to working capital and general corporate use, prohibiting debt retirement or litigation resolution — signaling ongoing liquidity constraints rather than balance sheet repair. The note includes stringent Events of Default (e.g., failure to deliver shares within 3 Trading Days, delisting for 10 consecutive days, or SEC filing delinquency), granting the holder accelerated conversion rights but no cash acceleration — reinforcing the non-recourse, equity-dependent nature of the obligation. As a foreign private issuer relying on Nasdaq’s home country practice, the Company bypasses shareholder approval requirements for the conversion and warrant issuance, reducing governance oversight. Collectively, this transaction reflects acute funding needs, elevated equity risk, and structural subordination of existing shareholders to this new security.