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Form 6-K IM Cannabis Corp. For: Jun 09

June 11, 2021 9:51 AM EDT

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 June, 2021.

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.


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:

June 11, 2021

By:

/s/ Oren Shuster

 

 

 

Name:

Oren Shuster

 

 

 

Title:

Chief Executive Officer and Director

 



EXHIBIT INDEX

99.1

Form 5 - Quarterly Listing Statement dated June 9, 2021





FORM 5

QUARTERLY LISTING STATEMENT

Name of Listed Issuer: IM Cannabis Corp (the "Issuer").

Trading Symbol: IMCC

This Quarterly Listing Statement must be posted on or before the day on which the Issuer's unaudited interim financial statements are to be filed under the Securities Act, or, if  no interim statements are required to be filed for the quarter, within 60 days of the end of the Issuer's first, second and third fiscal quarters.  This statement is not intended to replace the Issuer's obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the Exchange Policies.  If material information became known and was reported during the preceding quarter to which this statement relates, management is encouraged to also make reference in this statement to the material information, the news release date and the posting date on the Exchange website.

General Instructions

(a) Prepare this Quarterly Listing Statement using the format set out below.  The sequence of questions must not be altered nor should questions be omitted or left unanswered.  The answers to the following items must be in narrative form.  When the answer to any item is negative or not applicable to the Issuer, state it in a sentence.  The title to each item must precede the answer.

(b) The term "Issuer" includes the Listed Issuer and any of its subsidiaries.

(c) Terms used and not defined in this form are defined or interpreted in Policy 1 - Interpretation and General Provisions.

There are three schedules which must be attached to this report as follows:

SCHEDULE A:  FINANCIAL STATEMENTS

Financial statements are required as follows:

For the first, second and third financial quarters interim financial statements prepared in accordance with the requirements under Ontario securities law must be attached.

If the Issuer is exempt from filing certain interim financial statements, give the date of the exempting order.

 


Refer to the Issuer's condensed interim consolidated financial statements for the period ended March 31, 2021 filed on SEDAR and posted on the Issuer's profile on the CSE website.

SCHEDULE B:  SUPPLEMENTARY INFORMATION

The supplementary information set out below must be provided when not included in Schedule A.

1. Related party transactions

Provide disclosure of all transactions with a Related Person, including those previously disclosed on Form 10. Include in the disclosure the following information about the transactions with Related Persons:

(a) A description of the relationship between the transacting parties.  Be as precise as possible in this description of the relationship.  Terms such as affiliate, associate or related company without further clarifying details are not sufficient.

(b) A description of the transaction(s), including those for which no amount has been recorded.

(c) The recorded amount of the transactions classified by financial statement category.

(d) The amounts due to or from Related Persons and the terms and conditions relating thereto.

(e) Contractual obligations with Related Persons, separate from other contractual obligations.

(f) Contingencies involving Related Persons, separate from other contingencies.

During the first quarter of 2021, I.M.C. Holdings Ltd. ("IMC Holdings") loaned €3,500,000 to Adjupharm GmbH ("Adjupharm"), to be repaid within 2 years according to the loan agreement dated April 26, 2019 signed between the two parties. Both IMC Holdings and Adjupharm are Related Persons of the Issuer, each by virtue of being a Related Entity.


2. Summary of securities issued and options granted during the period.

Provide the following information for the period beginning on the date of the last Listing Statement (Form 2A):

(a) summary of securities issued during the period,



Date of
Issue

Type of
Security

(common
shares,

convertible

debentures,
etc.)

Type of Issue
(private
placement,
public offering,
exercise of
warrants, etc.)

Number(1)

Price(1)

Total
Proceeds

Type of

Consideration

(cash,
property,
etc.)

Describe

relationship
of Person
with Issuer
(indicate if
Related
Person)

Commission
Paid

January 2021

Common Shares

Exercise of options

832,750

0.40

$333,100

 

Cash

N/A

Nil

January 2021

Common Shares

Exercise of broker compensation options

134,924

1.05

$141,670

 

Cash

N/A

Nil

January 2021

Warrants

Exercise of broker compensation options

67,462

1.30

N/A

N/A

N/A

Nil

January 2021

Common Shares

Exercise of options

100 ,000

0.40

$40 ,000

 

Cash

N/A

Nil

January 2021

Common Shares

Exercise of options

25,000

1.00

$25,000

 

Cash

N/A

Nil

January 2021

Common Shares

Exercise of options

89,655

1.05

$94,138

 

Cashless

N/A

Nil

February 2021

Common Shares

Exercise of warrants

129,815

1.30

$168,760

 

Cash

N/A

Nil

February 2021

Common Shares

Exercise of warrants

190,476

1.30

$247,619

 

Cash

N/A

Nil

February 2021

Common Shares

Exercise of broker compensation options

15,677

4.20

$65,843

 

Cash

N/A

Nil

February 2021

Warrants

Exercise of broker compensation options

7,838

5.20

N/A

N/A

N/A

Nil

February 2021

Common Shares

Exercise of warrants

7,838

5.20

$40,758

 

Cash

N/A

Nil

February 2021

Common Shares

Exercise of warrants

39,523

5.20

$205,520

 

Cash

N/A

Nil

March 2021

Common Shares

Exercise of options

31,415

4.20

$131,943

 

Cashless

N/A

Nil

March 2021

Common Shares

Exercise of warrants

22,913

5.20

$119,148

 

Cash

N/A

Nil

March  2021

Common Shares

Exercise of warrants

6,305

5.20

$32,786

 

Cash

N/A

Nil




March  2021

Common Shares

Exercise of warrants

2,151

5.20

$11,185

Cash

N/A

Nil

March 2021

Common Shares

Exercise of options

24,915

4.00

$99,660

Cashless

N/A

Nil

March 2021

Common Shares

Consideration for acquisition

10,205,817

9.80

N/A

N/A

N/A

Nil

(1) On February 12, 2021, the Issuer effected a consolidation of its Common Shares on the basis of one (1) post-consolidation Common Share for every four (4) pre-consolidation Common Shares (the "Consolidation"). All figures dated before February 12, 2021 are reported on a pre-Consolidation basis and all figures dated after February 12, 2021 are reported on a post-Consolidation basis.

(b) summary of options granted during the period,

Date

 Number(1)

Name of Optionee

if Related Person

and relationship

Generic description
of other Optionees

Exercise
Price
(1)

Expiry Date

Market
Price on
date of
Grant

February 8, 2021

22,000

N/A

Employees

2.50

February 8, 2026

$2.43

February 28, 2021

180,000

N/A

Directors

10.00

February 28, 2026

$10.00

March 18, 2021

700,000

N/A

Employees

10.02

March 18, 2026

$10.02

(1) All figures dated before February 12, 2021 are reported on a pre-Consolidation basis and all figures dated after February 12, 2021 are reported on a post-Consolidation basis. Following the Consolidation, all options outstanding prior to February 12, 2021 were consolidated on the basis of four (4) pre-Consolidation options to one (1) post-Consolidation option (a "Post-Consolidation Option"), with respective exercise prices adjusted upwards by a factor of four (4). Each Post-Consolidation Option is exercisable for one Common Share at the adjusted exercise price.

3. Summary of securities as at the end of the reporting period.

Provide the following information in tabular format as at the end of the reporting period:

(a) description of authorized share capital including number of shares for each class, dividend rates on preferred shares and whether or not cumulative, redemption and conversion provisions,

The Issuer has authorized an unlimited number of common shares.

(b) number and recorded value for shares issued and outstanding,


50,498,009 common shares of the Issuer were issued and outstanding as at the end of the reporting period.

(c) description of options, warrants and convertible securities outstanding, including number or amount, exercise or conversion price and expiry date, and any recorded value, and

Securities

Number Outstanding

Exercise Price

Expiry Date

Incentive Stock Options

700,000

$10.02

18-Mar-26

180,000

$10.00

28-Feb-26

5,500

$10.00

08-Feb-26

16,250

$8.56

15-Dec-25

28,750

$7.12

23-Oct-25

13,750

$5.80

17-Jul-25

4,000

$4.20

09-Oct-22

590,000

$4.00

09-Jun-25

792,475

$1.60

04-Jan-29

1,030,000

$1.60

11-Sep-29

50,000

$1.60

03-Feb-29

62,500

$1.60

07-Apr-29

2,500

$1.60

13-May-29

69,164

$1.60

11-Aug-29

37,500

$1.60

30-Jul-29

TOTAL

3,582,389

 

 

 

 

 

 

Warrants

9,356,500

$1.30

9,289,038 listed warrants expiring October 11, 2021 and 67,462 unlisted warrants expiring August 30, 2022. Following the Consolidation, four warrants are exercisable for one Common Share at an adjusted exercise price of $5.20




Broker Compensation Options

674,414

$4.20

674,414 broker compensation options expiring August 30, 2022. Following the Consolidation, four broker compensation options are exercisable for one unit at an adjusted exercise price of $4.20, with each unit exercisable into one Common Share and one-half of one warrant, with each whole warrant expiring on August 30, 2022 and exercisable to purchase one Common Share at an exercise price of $5.20

(d) number of shares in each class of shares subject to escrow or pooling agreements or any other restriction on transfer.

3,435,666 Common Shares are subject to lock-up pursuant to certain lock-up agreements effective as of March 18, 2021 in connection with the Issuer's acquisition of Trichome Financial Corp. (the "Lock-up Agreements"). Under the Lock-Up Agreements, Common Shares are released in 16.67% increments on a monthly basis for a period of six months.


4. List the names of the directors and officers, with an indication of the position(s) held, as at the date this report is signed and filed.

Name

Title

Oren Shuster

Chief Executive Officer and Director

Marc Lustig

Director and Executive Chairman

Brian Schinderle

Director

Haleli Barath

Director

Vivian Bercovici

Director

Shai Shemesh

Chief Financial Officer

Yael Harrosh

Corporate Secretary and General Counsel

Richard Balla

Chief Executive Officer, Adjupharm GmbH

Michael Ruscetta

Chief Executive Officer, Trichome Financial Corp

Karl Grywacheski

Chief Financial Officer, Trichome Financial Corp

Daniel Ian Cohen

VP General Counsel, Trichome Financial Corp

Howard Steinberg

Chief Executive Officer, Trichome JWC Acquisition Corp

Douglas Wilson

Chief Operation Officer, Trichome JWC Acquisition Corp

SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS

Provide Interim MD&A if required by applicable securities legislation.

Refer to the Issuer's management discussion and analysis for the year and three months ended March 31, 2021 filed on SEDAR and posted on the Issuer's profile on the CSE website.


Certificate Of Compliance

The undersigned hereby certifies that:

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 Quarterly Listing Statement.

2. As of the date hereof there is 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 5 Quarterly Listing Statement is true.

Dated: June 9, 2021.  
  Shai Shemesh
  Name of Director or Senior Officer
   
  "Shai Shemesh"
  Signature
   
  Chief Financial Officer
  Official Capacity

 

Issuer Details

Name of Issuer

IM Cannabis Corp.

For  Quarter End

March 31, 2021

Date of Report

2021/06/09

Issuer Address

550 Burrard Street, Suite 2300, Bentall 5

City/Province/Postal Code

Vancouver, BC V6C 2B5

 

Issuer Fax No.

N/A

Issuer Telephone No.

+972 546687515

Contact Name

Yael Harrosh

 

Contact Position

General Counsel and Business Manager

Contact Telephone No.

+972 546687515

Contact Email Address

[email protected]

Web Site Address

http://www.imcannabis.com/


 




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