Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2025

 

Commission File Number: 001-40065

IM Cannabis Corp.
(Exact Name of Registrant as Specified in Charter)

Kibbutz Glil Yam, Central District, Israel 4690500
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒  Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

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EXPLANATORY NOTE

 

IM Cannabis Corp. is providing this information in connection with the reporting of its change in auditor pursuant to Section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligation as filed with the Canadian Securities Administrators on SEDAR+.

 

EXHIBIT INDEX

 

Exhibit		Title
99.1		News Release dated January 17, 2025
99.2		Notice of Change in Auditor
99.3		Letter from FAHN KANNE & CO. GRANT THORNTON ISRAEL
99.4		Letter from KOST FORER GABBAY & KASIERER A Member of EY Global

 

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 SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		IM CANNABIS CORP.
		(Registrant)
Date:	January 17, 2025	By:	/s/ Oren Shuster
		Name:	Oren Shuster
		Title:	Chief Executive Officer and Director

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Exhibit 99.1

IM Cannabis Announces Change of Auditors

TORONTO and GLIL YAM, Israel, January 17, 2025 - IM Cannabis Corp. (“IMC” or the “Company”) (NASDAQ: IMCC) (CSE: IMCC), a leading medical cannabis company with operations in Israel and Germany, announces that it has changed its auditor from Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (the “Predecessor Auditor”) to Fahn Kanne & Co. Grant Thornton Israel (the “Successor Auditor”) effective January 16, 2025. The Predecessor Auditor resigned effective January 16, 2025, at the Company’s request, and the Company’s board of directors, upon the audit committee’s recommendation, appointed the Successor Auditor to fill the resulting vacancy until the close of the next annual meeting of the Company’s shareholders.

 

The change of auditor notice required pursuant to National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and associated material have been filed on SEDAR+ (www.sedarplus.ca) under the Company’s profile within the prescribed time period. There were no reservations or modified opinions in any auditor’s reports nor any reportable events as defined in NI 51-102 in connection with the audits by the Predecessor Auditor of the Company’s most recently completed financial year or any subsequent period.

About IM Cannabis Corp.

IMC (Nasdaq: IMCC) (CSE: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. 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 imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs 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.

 

Disclaimer for Forward-Looking Statements

 

This press release contains forward-looking information or forward-looking statements under applicable Canadian and United States securities laws (collectively, "forward-looking statements"). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements relating to: the Company’s commitment to driving growth in the German market while focusing on sustainable profitability.

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The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward-looking statements due to a number of factors and risks. These include: the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the Company's ability to continue to meet the listing requirements of the Canadian Securities Exchange and the NASDAQ Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and its subsidiaries (collectively, the "Group") to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group's obligations; the Group's possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group's cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt; risks surrounding war, conflict and civil unrest in Eastern Europe and the Middle East, including the impact of the Israel-Hamas war on the Company, its operations and the medical cannabis industry in Israel; risks associated with the Company focusing on the Israel and Germany markets; the inability of the Company to achieve sustainable profitability and/or increase shareholder value; the inability of the Company to actively manage costs and/or improve margins; the inability of the company to grow and/or maintain sales; the inability of the Company to meet its goals and/or strategic plans; the inability of the Company to reduce costs and/or maintain revenues; the Company's inability to take advantage of the legalization of medicinal cannabis in Germany.

Please see the other risks, uncertainties and factors set out under the heading "Risk Factors" in the Company's annual report dated March 28, 2024, which is available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca and Edgar at www.sec.gov/edgar. Any forward-looking statement included in this press release is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward looking information is made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward- looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Company Contact:

Anna Taranko, Director Investor & Public Relations

IM Cannabis Corp.

[phone]

[e-mail]

 

Oren Shuster, CEO

IM Cannabis Corp.

[e-mail]

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Exhibit 99.2

IM CANNABIS CORP.

 

NOTICE OF CHANGE OF AUDITOR

 

To:		Fahn Kanne & Co. Grant Thornton Israel
And To:		Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global
And To:		Canadian Securities Exchange British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Financial And Consumer Services Commission (New Brunswick) Manitoba Securities Commission Nova Scotia Securities Commission Autorié Des Marchés Financiers Financial And Consumer Affairs Authority of Saskatchewan Office of the Superintendent of Securities (Prince Edward Island) Office of the Superintendent of Securities (Newfoundland& Labrador) Office of the Superintendent of Securities (Northwest Territories) Department of Justice (Nunavut) Department of Community Services (Yukon)

Take notice that IM Cannabis Corp. (the “Company”) gives the following notice in accordance with 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”):

1.	The Company has decided to change its auditor from Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (the “Predecessor Auditor”) to Fahn Kanne & Co. Grant Thornton Israel (the “Successor Auditor”).

 

2.	On January 16, 2025, the Predecessor Auditor resigned at the Company’s request and the Successor Auditor agreed to its appointment as the Company’s new auditor.

 

3.	The Company’s request for the Predecessor Auditor to resign as auditor of the Company and the appointment of the Successor Auditor as auditor of the Company, were considered and approved by the audit committee of the Company and by the board of the directors of the Company.

 

4.

There were no modified opinions in the Predecessor Auditor’s reports in connection with the audits of the Company’s two most recently completed fiscal years ended December 31, 2023 and 2022. There have been no further audits of financial statements subsequent to the Company’s most recently completed fiscal year and ending on the date of the Predecessor Auditor’s resignation.

 

5.	There are no “reportable events”, as defined in section 4.11(7)(e) of NI 51-102.

DATED this 17th day of January 2025.

	ON BEHALF OF IM CANNABIS CORP.
	/s/ Oren Shuster
	Name: Oren Shuster
	Title: Chief Executive Officer

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Exhibit 99.3

January 16, 2025

Fahn Kanne & Co. Head Office 32 Hamasger Street Tel-Aviv 6721118, ISRAEL PO Box 36172, 6136101   T [phone] F [phone] www.gtfk.co.il

To:

Canadian Securities Exchange British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Financial And Consumer Services Commission (New Brunswick) Manitoba Securities Commission Nova Scotia Securities Commission Autorité Des Marchés Financiers Financial And Consumer Affairs Authority of Saskatchewan Office of the Superintendent of Securities (Prince Edward Island) Office of the Superintendent of Securities (Newfoundland& Labrador) Office of the Superintendent of Securities (Northwest Territories) Department of Justice (Nunavut) Department of Community Services (Yukon)

Dear Sirs / Mesdames

 

Re:          IM Cannabis Corp. - Change of Auditor Notice dated January 16, 2025

 

Pursuant to Part 4.11 of National Instrument 51-102, Continuous Disclosure Obligations, we have reviewed the notice of change of auditor of IM Cannabis Corp. dated January 16, 2025 (the “Notice”) and based on our knowledge of such information at this time, we agree with the statements contained in the Notice pertaining to our firm.

 

Yours sincerely,

/s/ FAHN KANNE & CO. GRANT THORNTON ISRAEL
FAHN KANNE & CO. GRANT THORNTON ISRAEL

 

Tel-Aviv, Israel

cc: The Board of Directors, IM Cannabis Corp.

 

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Exhibit 99.4

Kost Forer Gabbay & Kasierer 144 Menachem Begin Road, Building A Tel-Aviv 6492102, Israel

Tel: [phone] Fax: [phone] ey.com

January 17, 2025

Canadian Securities Exchange

British Columbia Securities Commission

Alberta Securities Commission

Ontario Securities Commission

Financial And Consumer Services Commission (New Brunswick)

Manitoba Securities Commission

Nova Scotia Securities Commission

Autorité Des Marchés Financiers

Financial And Consumer Affairs Authority of Saskatchewan

Office of the Superintendent of Securities (Prince Edward Island)

Office of the Superintendent of Securities (Newfoundland& Labrador)

Office of the Superintendent of Securities (Northwest Territories)

Department of Justice (Nunavut)

Department of Community Services (Yukon)

Re:	IM Cannabis Corp. Change of Auditor Notice dated January 16, 2025

Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.

Your sincerely,

/s/ KOST FORER GABBAY & KASIERER

A Member of Ernst & Young Global

cc:          The Board of Directors, IM Cannabis Corp.

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