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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________________ to ____________________

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:001-40065

IM Cannabis Corp.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

3606 – 833 Seymour Street, Vancouver, British Columbia V6B 0G4

(Address of principal executive offices)

Oren Shuster,972 544331111, oren@imcannabis.com

3606 – 833 Seymour Street, Vancouver, British Columbia V6B 0G4

(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Shares, no par valueIMCCNasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:3,085,452 Common Shares

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes☐ No ☒

If this report is an annual or transition report, indicate by check mark if the Company is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes☐ No ☒

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No☐

Indicate by check mark whether the Company has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files).

Yes ☒ No☐

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the Company has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued By the International Accounting Standards Board ☒Other ☐

If “Other” has been checked in response to previous question, indicate by check mark which financial statement item the Company has elected to follow.

Item 17☐ Item 18☐

If this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐ No☒

TABLE OF CONTENTS

INTRODUCTION5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7
CAUTIONARY NOTE REGARDING FUTURE ORIENTED FINANCIAL INFORMATION12
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS12
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE12
ITEM 3.KEY INFORMATION12
A.Reserved.12
B.Capitalization and Indebtedness12
C.Reasons for the Offer and Use of Proceeds13
D.Risk Factors13
ITEM 4.INFORMATION ON THE COMPANY41
A.History and Development of the Company41
B.Business Overview47
C.Organizational Structure65
D.Property, Plants and Equipment65
ITEM 4A.UNRESOLVED STAFF COMMENTS66
ITEM 5OPERATING AND FINANCIAL REVIEW AND PROSPECTS66
A.Operating Results66
B.Liquidity and capital resources66
C.Research and development, patents and licenses, etc66
D.Trend Information67
E.Critical Accounting Estimates67
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES80
A.Directors and Senior Management80
B.Compensation83
C.Board Practices95
D.Employees102
E.Share Ownership103
F.Disclosure of a registrant’s action to recover erroneously awarded compensation103
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS103
A.Major Shareholders103
B.Related Party Transactions105
C.Interests of Experts and Counsel107
ITEM 8.FINANCIAL INFORMATION107
A.Consolidated Statements and Other Financial Information107
B.Significant Changes113
ITEM 9.THE OFFER AND LISTING114
A.Offer and Listing Details114
B.Plan of Distribution114
C.Markets114
D.Selling Shareholders114
E.Dilution114
F.Expenses of the Issue114
ITEM 10.ADDITIONAL INFORMATION114
A.Share Capital114
B.Memorandum and Articles of Association114
C.Material Contracts119
D.Exchange Controls119
E.Taxation120
F.Dividends and Paying Agents127
G.Statement by Experts127
H.Documents on Display127
I.Subsidiary Information128
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK128
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES128
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES128
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS128
ITEM 15.CONTROLS AND PROCEDURES129
A.Disclosure Controls and Procedures129
C.Attestation Report of Registered Public Accounting Firm129
D.Changes in Internal Controls Over Financial Reporting129
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT130
ITEM 16B.CODE OF ETHICS130
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES130
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES131
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS131
ITEM 16F.CHANGE IN COMPANY’S CERTIFYING ACCOUNTANT132
ITEM 16G.CORPORATE GOVERNANCE132
ITEM 16H.MINE SAFETY DISCLOSURE133
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS133
ITEM 16J.INSIDER TRADING POLICIES133
ITEM 16K.CYBERSECURITY133
Risk Management and Strategy133
Governance134
ITEM 17.FINANCIAL STATEMENTS135
ITEM 18.FINANCIAL STATEMENTS135
ITEM 19.EXHIBITS136
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.