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IM Cannabis Corp.

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Mar 30, 2026

IMCC$0.64+7.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

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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, 2025

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, +972-544-331-111, 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 valueIMCCThe Nasdaq 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:5,894,812 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 STATEMENTS6
CAUTIONARY NOTE REGARDING FUTURE ORIENTED FINANCIAL INFORMATION8
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS11
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE11
ITEM 3.KEY INFORMATION11
A.[Reserved]11
B.Capitalization and Indebtedness11
C.Reasons for the Offer and Use of Proceeds11
D.Risk Factors11
ITEM 4.INFORMATION ON THE COMPANY46
A.History and Development of the Company46
B.Business Overview48
C.Organizational Structure62
D.Property, Plants and Equipment63
ITEM 4A.UNRESOLVED STAFF COMMENTS63
ITEM 5OPERATING AND FINANCIAL REVIEW AND PROSPECTS64
A.Operating Results64
B.Liquidity and capital resources64
C.Research and development, patents and licenses, etc64
D.Trend Information64
E.Critical Accounting Estimates65
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES67
A.Directors and Senior Management67
B.Compensation69
C.Board Practices82
D.Employees89
E.Share Ownership89
F.Disclosure of a registrant’s action to recover erroneously awarded compensation89
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS90
A.Major Shareholders90
B.Related Party Transactions92
C.Interests of Experts and Counsel93
ITEM 8.FINANCIAL INFORMATION93
A.Consolidated Statements and Other Financial Information93
B.Significant Changes98
ITEM 9.THE OFFER AND LISTING98
A.Offer and Listing Details98
B.Plan of Distribution98
C.Markets98
D.Selling Shareholders99
E.Dilution99
F.Expenses of the Issue99
ITEM 10.ADDITIONAL INFORMATION99
A.Share Capital99
B.Memorandum and Articles of Association99
C.Material Contracts103
D.Exchange Controls103
E.Taxation104
F.Dividends and Paying Agents112
G.Statement by Experts112
H.Documents on Display112
I.Subsidiary Information113
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK113
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES113
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES113
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS113
ITEM 15.CONTROLS AND PROCEDURES113
A.Disclosure Controls and Procedures113
C.Attestation Report of the Registered Public Accounting Firm………………………………………………114
D.Changes in Internal Controls Over Financial Reporting115
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT115
ITEM 16B.CODE OF ETHICS115
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES115
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES116
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS116
ITEM 16F.CHANGE IN COMPANY’S CERTIFYING ACCOUNTANT116
ITEM 16G.CORPORATE GOVERNANCE117
ITEM 16H.MINE SAFETY DISCLOSURE117
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS117
ITEM 16J.INSIDER TRADING POLICIES118
ITEM 16K.CYBERSECURITY118
Risk Management and Strategy
Governance
ITEM 17.FINANCIAL STATEMENTS120
ITEM 18.FINANCIAL STATEMENTS120
ITEM 19.EXHIBITS121
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.