1. |
Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact.
|
• |
On October 2, 2024, the Issuer announced that the preliminary sales results in Germany by its German subsidiary, Adjupharm GmbH ("IMC Germany"), for the third quarter of 2024 have significantly exceeded
expectations, showing a 50% increase in revenue compared to the second quarter, where IMC Germany sold about CAD$ 3.5M.
Since the partial legalization of cannabis in Germany came into effect in April 2024, the demand for cannabis products in pharmacies has increased significantly, emphasizing the importance of
a robust, reliable supply chain.
|
• |
On October 4, 2024 the Issuer announced that it intends to undertake a non-brokered private placement offering of up to US$1,613,000 through the sale of approximately 625,000 units (each, an "Unit") at a price
per Unit (the "Offering Price") calculated on the basis of the deemed price per common shares in the capital of the Company (each, a "Share") equal to the 10-day volume weighted average price of the Shares on Canadian Securities Exchange (the
"Exchange") ending on the trading day preceding October 3, 2024.
Each Unit will be comprised of one Share and one Share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one additional Share (each, a "Warrant
Share) at a price equal to a 50% premium to the Offering Price (the "Warrant Exercise Price") at any time prior to 5:00 p.m. (Toronto time) on second anniversary of the closing date. The Offering, which is expected to close in one or more
tranches, will be led by the Company's management team, including Oren Shuster, Chief Executive Officer and Chairman of the board of directors (the "Board") and Shmulik Arbel a director of the Company (together, the "Insiders").
|
All securities issued under the Offering will be subject to a hold period of four months and one day from the closing date under applicable Canadian securities laws, in addition to such other
restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Company intends to use the proceeds from the Offering for the repayment of a loan to A.D.I. CAR ALARMS & STEREO SYSTEMS Ltd. provided to the
Company's subsidiary IMC Holdings Ltd. on October 11, 2022.
The closing of the Offering is expected to occur by November 11, 2024.
Loan Bonus
Since October 2022, the Company has borrowed from various groups more than US$8,000,000 (together, the "Loans"). As required by the lenders, Mr. Shuster has personally guaranteed the Loans. The
independent members of the Board commissioned a valuation to determine the value of Mr. Shuster's personal guarantees, which ascribes the benefit to the Company to be approximately US$560,000 (the "Benefit"). The Company and Mr. Shuster
intend to enter into a settlement agreement to settle the amount of the Benefit in Shares (a "Settlement Share") or a pre-funded Share purchase warrant (a "Pre-Funded Warrant"), at the Offering Price. Each Pre-Funded Warrant will entitle the
holder to purchase one Settlement Share for a price of $0.00001, upon receipt of shareholder approval to allow Mr. Shuster to become a control person (as defined in the policies of the Exchange). All securities issued in consideration for the
Benefit will be subject to a hold period of four months and one day from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside
Canada.
Options and Warrants Cancellation
Effective October 4, 2024, the Company has cancelled an aggregate of 31,305 options ("Options") to purchase Shares, which were previously granted to Board members, officers, employees, advisors
and consultants of the Company (each a "Participant").
Management reviewed the Company's outstanding Options and determined that certain Options granted to such Participants, at exercise prices ranging from$6.60 to $600 per Share, no longer
represented a realistic incentive to motivate such Participants.
|
Effective October 4, 2024, the Company has cancelled an aggregate of 142,784 Share purchase warrants (the "Subject Warrants") to purchase Shares, which were previously granted to Mr. Shuster.
Management reviewed the Company's outstanding warrants and determined that the Subject Warrants at an exercise price of US$9.00 per Share, no longer represented a realistic incentive to motivate Mr. Shuster.
Option Grants
The Company has also approved the grant of 31,305 Options to certain eligible persons of the Company, at an exercise price of US$2.24 per Share, with an expiry date of two years from the date
of issuance (the "Option Grants"). The Options Grants vest as follows: one third vest immediately, one third vests on the six-month anniversary and the final one third vests on the twelve-month anniversary. All securities issued under the
Option Grants are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with the polices of the Exchange.
|
2. |
Provide a general overview and discussion of the activities of management.
|
3. |
Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or
oil and gas or other reports required under Ontario securities law.
|
4. |
Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned.
|
5. |
Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the
relationship is with a Related Person of the Issuer and provide details of the relationship.
|
6. |
Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced.
|
7. |
Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or
payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of
the relationship.
|
8. |
Describe the acquisition of new customers or loss of customers.
|
9. |
Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.
|
10. |
Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs.
|
11. |
Report on any labour disputes and resolutions of those disputes if applicable.
|
12. |
Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if
any, if the proceedings are being contested, and the present status of the proceedings.
|
13. |
Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness.
|
14. |
Provide details of any securities issued and options or warrants granted.
|
Security
|
Number Issued
|
Details of Issuance
|
Use of Proceeds(1)
|
Incentive Stock Options
|
31,305
|
Issued following the cancellation, as discussed in Section 1 above. Each incentive stock option, granted on October 4, 2024, is
exercisable for one common share at an exercise price of US$2.24 per Share for a period of 24 months from the grant date.
|
N/A
|
15. |
Provide details of any loans to or by Related Persons.
|
16. |
Provide details of any changes in directors, officers or committee members.
|
17. |
Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends.
|
1. |
Change in the prescription process: patients with a wide range of diseases and medical conditions from Oncology to Parkinsons will no longer be required to obtain a license to receive medical cannabis. Patients
will receive a prescription similar to those for other prescription medications. Pain and PTSD are not included in the Reform yet.
|
2. |
Medical cannabis will now be prescribed through the HMO’s, Israel’s public healthcare system: until the Reform, cannabis could not be prescribed through the HMO’s which cover the entire Israeli population.
|
3. |
The number of prescribing physicians will increase: as of today, HMO physicians, who are dully trained and certified within their field of expertise, can prescribe medical cannabis as a first line treatment, as
opposed to a last resort, based on medical discretion for the approved indications.
|
4. |
The cost for prescription will be reduced: the Ministry of Health limited the cost for a medical cannabis prescription.
|
1. |
The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance.
|
2. |
As of the date hereof there were no material information concerning the Issuer which has not been publicly disclosed.
|
3. |
The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined
in CNSX Policy 1).
|
4. |
All of the information in this Form 7 Monthly Progress Report is true.
|