TORONTO and GLIL YAM, Israel, January 26, 2026 - IM Cannabis Corp. (“IMC” or the “Company”)
(Nasdaq: IMCC), a leading medical cannabis company with operations in Israel and Germany, today announced that it has raised a total of US$2,171,660.40 in debt financings from an arm’s length third party (the “Lender”)
in order to manage the Company’s current liquidity requirements.
First Note
Pursuant to a note purchase agreement between the Company and Lender dated January 7, 2026 (the “First Note Purchase Agreement”), the Company issued the
Lender a note in the principal amount of US$1,538,749, after application of an original issuance discount of 10% (the “First Note”).
The First Note bears interest at a rate of 8% per annum, increasing to 14% upon the occurrence and continuation of an event of default. The First Note has a maturity date of 18 months from its
issuance, with an option for the Lender to extend the maturity if desired (the “First Note Maturity Date”).
Following the First Note Maturity Date, the Company will be required to repay the outstanding principal and accrued interest in ten equal monthly
instalments, payable on the first day of each month following the 18th month anniversary of its issuance date. The Company retains the right to prepay the First Note, in whole or in part, at any time, subject to the terms set forth in
the First Note. Except as expressly permitted, no early repayment may be made without the Lender’s consent. All obligations under the First Note are strictly non-recourse, limiting the Lender’s remedies to conversion of the First Note or exercise
of the First Note Warrants (as defined hereinafter).
The First Note is convertible into common shares in the Capital of the Company (the “Common Shares”) at the First Note Conversion Price, which is defined as
the lower of: (i) a fixed price of US$1.47 per Common Share, and (ii) 90% of the lowest daily volume-weighted average price (“VWAP”) during the 20 consecutive trading days preceding the applicable conversion
date. In all cases, the First Note Conversion Price shall not be lower than the Floor Price of US$0.29 per Common Share. The First Note includes customary limitations.
In connection with the financing, the Company issued to the Lender an aggregate of 228,150 Common Share purchase warrants (the “First Note Warrants”). Each
First Note Warrant entitles the Lender to a Common Share at a price of C$3.45 per Common Share for a period of five years.
Approximately US$500,000 of the proceeds from the financing were used to directly repay certain existing creditors of the Company, reducing outstanding liabilities and improving financial
flexibility. The remaining proceeds will be applied toward general corporate purposes, including working capital and strategic operational initiatives.
Pursuant to the registration rights provisions under the First Note Purchase Agreement, IMC has agreed to file a registration statement on Form F-3 with the U.S. Securities and Exchange Commission
(the “SEC”). This registration will cover the resale of the Common Shares issuable upon conversion of the First Note. The Company is required to file the registration statement within 30 trading days of the
First Note Purchase Agreement and will use commercially reasonable efforts to secure its effectiveness within the timeframes agreed with the Lender.
All securities issued under the financing are subject to: (i) a four month and one day hold period from the date of issuance and (ii) applicable legends as required pursuant to the Securities Act of 1933, as amended.
Second Note
Pursuant to a note purchase agreement between the Company and Lender dated January 20, 2026 (the “Second Note Purchase Agreement”), the Company issued the
Lender a note in the principal amount of US$632,911.50, after application of an original issuance discount of 10% (the “Second Note”).
The Second Note bears interest at a rate of 8% per annum, increasing to 14% upon the occurrence and continuation of an event of default. The Second Note has a maturity date of 18 months from its
issuance, with an option for the Lender to extend the maturity if desired (the “Second Note Maturity Date”).
Following the Second Note Maturity Date, the Company will be required to repay the outstanding principal and accrued interest in ten equal monthly
instalments, payable on the first day of each month following the 18th month anniversary of its issuance date. The Company retains the right to prepay the Second Note, in whole or in part, at any time, subject to the terms set forth in
the Second Note. Except as expressly permitted, no early repayment may be made without the Lender’s consent. All obligations under the Second Note are strictly non-recourse, limiting the Lender’s remedies to conversion of the Second Note or
exercise of the Second Note Warrants (as defined hereinafter).
The Second Note is convertible into Common Shares at the Second Note Conversion Price, which is defined as the lower of: (i) a fixed price of US$1.38 per Common Share, and (ii) 90% of the lowest
daily VWAP during the 20 consecutive trading days preceding the applicable conversion date. In all cases, the Second Note Conversion Price shall not be lower than the Floor Price of US$0.275 per Common Share. The Second Note includes customary
limitations.
In connection with the financing, the Company issued to the Lender an aggregate of 93,671 Common Share purchase warrants (the “Second Note Warrants”). Each
Second Note Warrant entitles the Lender to a Common Share at a price of C$3.45 per Common Share for a period of five years.
Approximately US$500,000 of the proceeds from the financing were used to directly repay certain existing creditors of the Company, reducing outstanding liabilities and improving financial
flexibility. The remaining proceeds will be applied toward general corporate purposes, including working capital and strategic operational initiatives.
Pursuant to the registration rights provisions under the Second Note Purchase Agreement, IMC has agreed to file a registration statement on Form F-3 with the SEC. This registration will cover the
resale of the Common Shares issuable upon conversion of the Second Note. The Company is required to file the registration statement within 30 trading days of the Second Note Purchase Agreement and will use commercially reasonable efforts to secure
its effectiveness within the timeframes agreed with the Lender.
All securities issued under the financing are subject to: (i) a four month and one day hold period from the date of issuance and (ii) applicable legends as required pursuant to the Securities Act of 1933, as amended.
About IM Cannabis Corp.
IMC (Nasdaq: IMCC) is an international medical cannabis company that provides premium cannabis products to medical patients in Israel and Germany. The Company has focused its resources to achieve
sustainable and profitable growth in its highest value markets, Israel and Germany. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment
to responsible growth and compliance with the strictest regulatory environments, the Company strives to amplify its commercial and brand power to become a global high-quality cannabis player.
The IMC ecosystem operates in Israel through its subsidiaries, which import and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also
operates medical cannabis retail pharmacies and online platforms, in Israel that enable the safe delivery and quality control of IMC products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it
distributes cannabis to pharmacies for medical cannabis patients.
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