TORONTO, ON and GLIL YAM, ISRAEL / ACCESSWIRE / September 8, 2021 / IM Cannabis Corp. (“IMC” or the “Company”) (CSE:IMCC) (NASDAQ:IMCC), a multi-country operator (“MCO”) in the medical and adult-use recreational cannabis sector with operations in Israel, Germany and Canada, provides details of the shares issued as part of the share consideration paid in connection with the previously announced acquisition of the Panaxia-to-the-Home online pharmacy and trading center IMC-GDP license from Panaxia Pharmaceutical Industries Israel Ltd. and Panaxia Logistics Ltd., part of the Panaxia Labs Israel, Ltd. group of companies (“Panaxia”) (TASE:PNAX).
As first announced on April 30, 2021, the Company’s wholly-owned Israeli subsidiary, IMC Holdings Ltd.(“IMC Holdings”), signed a definitive agreement with Panaxia, pursuant to which IMC Holdings will acquire Panaxia’s trading house license and in-house pharmacy activities, for an aggregate purchase price of $7.2 million (the “PanaxiaTransaction”). The Panaxia Transaction will close in two stages, with the option of a third. IMC completed the first closing of the Panaxia Transaction on June 1, 2021, whereby it acquired all of Panaxia’s online-related activities and intellectual property. At the second closing, which is subject to the approval of the Israeli Ministry of Health, IMC will acquire Panaxia’s IMC-GDP license for distribution of medical cannabis. IMC has an option for third closing to acquire Panaxia’s pharmacy, including licenses to dispense and sell to cannabis patients, which will become effective as of Feb. 15, 2022.
The Panaxia Transaction purchase price was to be satisfied by a combination of $2.9 million in cash (the “Cash Consideration”) and $4.3 million in common shares of the Company (“Consideration Shares”). The Cash Consideration was paid in two instalments according to the terms of the Transaction.
To satisfy the share consideration component of the Panaxia Transaction, the Company will issue up to five instalments of Consideration Shares. The deemed price of each Consideration Share is calculated based on the average closing price of the Company’s common shares on the Nasdaq Capital Market (“Nasdaq”) over the 10 trading day period immediately preceding the date of issuance.
On September 1, 2021, the Company issued the second instalment of 246,007 Consideration Shares in connection with the Panaxia Transaction at a price of US$3.68 per Consideration Share, representing an aggregate value equal to US$905,305.76, with up to two additional instalments (each, an “Additional Instalment”) expected. The next two Additional Instalments will be issued on the first trading day of each of the next consecutive two months. The last instalment (fifth in total) will be issued upon the later of (i) four months from the issuance of the first instalment of Consideration Shares; or (ii) the second closing of the Panaxia Transaction, which is subject to the approval of the Israeli Ministry of Health. On July 30, 2021, the Company issued the first instalment of 142,007 Consideration Shares in connection with the first closing of the Panaxia Transaction at a price of US$5.009 per Consideration Share, representing an aggregate value equal to US$711,313.19.
About IM Cannabis Corp.
IMC is an MCO in the medical and adult-use recreational cannabis sector, headquartered in Israel and with operations In Israel, Germany, and Canada. Over the past decade, the Company believes that the IMC brand has become synonymous with quality and consistency in the Israeli medical cannabis market. The Company has also expanded its business to the retail sector with acquisitions of medical cannabis retail pharmacies and online platforms, distribution centers and logistics hubs enabling safe delivery of medical cannabis and control over the entire value chain, from seed to patients.
In Europe, IMC operates through Adjupharm GmbH (“Adjupharm”), a German-based subsidiary and EU-GMP-certified medical cannabis distributor. IMC’s European presence is augmented by strategic alliances with European and Canadian EU-GMP cultivators and distributors to capitalize on the increased demand for medical cannabis products in Europe and bring the IMC brand and its product portfolio to European patients.
In Canada, IMC operates through Trichome JWC Acquisition Corp. d/b/a JWC. JWC is a licensed producer located in Kitchener, Ontario, selling cannabis flower, pre-rolls, hash and kief in the Canadian recreational cannabis market under the JWC and WAGNERS brands. JWC operates with high standards for providing clean, consistent, aeroponically-grown premium cannabis products to medical patients and the adult-use market throughout Canada and the world. IMC also operates MYM Nutraceuticals Inc. and its licensed producer subsidiary, Highland Grow Inc.
