SecProbe.io

CORRESP
 1
 filename1.htm

 IM CANNABIS CORP.
 Kibbutz Glil Yam, Central District
 Israel 4690500

 August 25, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 IM Cannabis Corp.  (CIK 0001792030)

 Registration Statement on Form F-3 (File No. 333-289571) (the “Registration Statement”)

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), IM Cannabis Corp. (the “Registrant”) hereby requests that the effective date of the
 above-referenced Registration Statement be accelerated so that it will be declared effective on August 27, 2025 at 9:15 a.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant understands that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement as a
 confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in the Registration Statement.

 The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Ilana Levin, Esq. of Sullivan & Worcester LLP at (212) 660-5029 and that
 such effectiveness also be confirmed in writing.

 Very truly yours,

 IM Cannabis Corp.

 By:

 /s/ Oren Shuster

 Name:

 Oren Shuster

 Title:

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 20, 2025

Oren Shuster
Chief Executive Officer
IM Cannabis Corp.
3606-833 Seymour Street
Vancouver, BC, V6B 0G4, Canada

 Re: IM Cannabis Corp.
 Registration Statement on Form F-3
 Filed August 13, 2025
 File No. 333-289571
Dear Oren Shuster:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Oded Har-Even, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 IM Cannabis Corp.
 Beit Hakshatot, Kibutz Glil-Yam
 4690500, Israel

 July 7, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

 RE:

 IM Cannabis Corp. (CIK: 0001792030)

 Registration Statement No. 333-288346 on Form F-3 (the “Registration Statement”)
 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), IM Cannabis Corp. (the
 “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on July 9, 2025, at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant understands that the Securities and Exchange Commission will consider this request for acceleration
 of the effective date of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in the
 Registration Statement.

 The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Ilana Levin,
 Esq. of Sullivan & Worcester LLP at (212) 660-5029 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 IM Cannabis Corp.

 By:

 /s/ Oren Shuster

 Name: Oren Shuster
 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 2, 2025

Oren Shuster
Chief Executive Officer and Chairman of the Board
IM Cannabis Corp.
3606-833 Seymour Street
Vancouver, BC, V6B 0G4, Canada

 Re: IM Cannabis Corp.
 Registration Statement on Form F-3
 Filed June 26, 2025
 File No. 333-288346
Dear Oren Shuster:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Eric Victorson, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 1, 2022
Shai Shemesh
Chief Financial Officer
IM Cannabis Corp.
Kibbutz Glil Yam
Central District, Israel 4690500
Re:IM Cannabis Corp.
Form 40-F filed April 4, 2022
File No. 001-40065
Dear Mr. Shemesh:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

      May 19, 2022

      Page 1

    May 19, 2022

    VIA EDGAR

    Division of Corporation Finance

    Office of Life Sciences

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Jeanne Baker and Terence O’Brien

    Re:         Responses to the Securities and Exchange Commission

    Staff Comments dated May 9, 2022, regarding

    IM Cannabis Corp.

    Form 40-F filed April 4, 2022

    File No. 001-40065

    Dear Sirs and Madams:

    This letter responds to the written comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the May 9, 2022 letter regarding the
      above-referenced Annual Report for the fiscal year ended December 31, 2021 on Form 40-F (File No. 001-40065) (the “Annual Report”) of IM Cannabis Corp. (the “Company”, “we,” “our,” or “us”) filed on April 4, 2022
      with the SEC. For your convenience, the Staff’s comments are included below and we have numbered our responses accordingly.

    Our responses are as follows:

    Form 40-F for the Fiscal Year Ended December 31, 2021

    Exhibit 99.3

    Management’s Discussion and Analysis

    Procedures and Internal Control over Financial Reporting, page 46

    Staff Comment No. 1.

    Consistent with Item 307 of Regulation S-K, please amend your filing to disclose the conclusions of your principal executive and principal financial officers
      regarding the effectiveness of your disclosure controls and procedures as of the end of the period covered by the report. In this regard, please note that Item 307 of Regulation S-K is a separate requirement from the requirements of Item 308 of
      Regulation S-K.

      May 19, 2022

      Page 2

    Company’s Response:

    The Company notes that the required conclusions of its principal executive and principal financial officers regarding the effectiveness of its disclosure controls and procedures as
      of the end of the period covered by the Annual Report has been included in the body of the Form 40-F under the sub-header “Disclosure Controls and Procedures” rather than in the exhibits to the Form 40-F. The Company believes that the scope and
      content of the report included in the body of the Form 40-F is responsive to the requirements of Form 40-F and is consistent with the scope and content of similar reports filed by other foreign private issuers on Form 40-F.

    Staff Comment No. 2.

    Please amend your filing to provide all of the disclosures required by Item 308(a) of Regulation S-K regarding management’s assessment of internal control over
      financial reporting. Please ensure that your revised disclosures:

          •

            Provide a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting; and

          •

            Identify the framework used by management to evaluate internal control over financial reporting, whether the criteria set forth by COSO or another framework.

    Company’s Response:

    The Company notes that the disclosures required by Item 308(a) of Regulation S-K regarding management’s assessment of internal control over financial reporting has been included in
      the body of the Form 40-F under the sub-header “Management’s Annual Report on Internal Control over Financial Reporting” rather than in the exhibits to the Form 40-F. The Company believes that the scope and content of the report included in the body
      of the Form 40-F is responsive to the requirements of Form 40-F and is consistent with the scope and content of similar reports filed by other foreign private issuers on Form 40-F.

    Staff Comment No. 3.

    To avoid confusion regarding your conclusion, please revise your statement regarding the effectiveness of Company’s internal control over financial reporting to
      remove the phrase "and yet constantly seek to improve it."

    Company’s Response:

    The Company notes that, pursuant to General Instruction B(3) of Form 40-F, that management’s discussion and analysis for the year and three months ended December 31, 2021 and filed
      as Exhibit 99.3 to the Annual Report, was prepared in accordance with Canadian law.

      May 19, 2022

      Page 3

    Staff Comment No. 4.

    Please clarify the disclosure under the heading LIMITATION ON SCOPE OF DESIGN as follows:

          •

            Please confirm that management conducted an assessment of your acquired business's internal control over financial reporting in the period between the consummation date and the date of management's assessment.
              Alternatively, please provide the disclosures set forth in Question 3 of Management's Report in Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports - Frequently Asked Questions (revised
              September 24, 2007); and

          •

            Refer to Question 7 of Management's Report in Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports - Frequently Asked Questions (revised September 24, 2007)
              with regard to changes in your internal controls related to business combinations.

    Company’s Response:

    The Company notes that the disclosure in the body of the Form 40-F under the sub-header “Management’s Annual Report on Internal Control over Financial Reporting” confirms that
      management’s evaluation of the Company’s internal control over financial reporting did not include an evaluation of the internal controls of MYM or Trichome (each as defined in the Annual Report) and management’s conclusion regarding the
      effectiveness of the Company’s internal control over financial reporting does not extend to the internal controls of MYM or Trichome.

    The Company further notes that the disclosure in the body of the Form 40-F under the sub-header “Changes in Internal Control over Financial Reporting” discloses that no change
      occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

    * * * * *

    Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at +972-50-220858, or James Guttman of Dorsey & Whitney LLP,
      our outside legal counsel at (416) 367-7376.

            Sincerely,

            IM Cannabis Corp.

            /s/ Shai Shemesh

            Shai Shemesh

            Chief Financial Officer

    cc:     James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
May 9, 2022
Shai Shemesh
Chief Financial Officer
IM Cannabis Corp.
Kibbutz Glil Yam
Central District, Israel 4690500
Re:IM Cannabis Corp.
Form 40-F filed April 4, 2022
File No. 001-40065
Dear Mr. Shemesh:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 40-F for the Fiscal Year Ended December 31, 2021
Exhibit 99.3
Management's Discussion and Analysis
Procedures and Internal Control over Financial Reporting, page 46
1.Consistent with Item 307 of Regulation S-K, please amend your filing to disclose the
conclusions of your principal executive and principal financial officers regarding the
effectiveness of your disclosure controls and procedures as of the end of the period
covered by the report.  In this regard, please note that Item 307 of Regulation S-K is a
separate requirement from the requirements of Item 308 of Regulation S-K.

2.Please amend your filing to provide all of the disclosures required by Item 308(a) of
Regulation S-K regarding management’s assessment of internal control over financial
reporting. Please ensure that your revised disclosures:
•Provide a statement of management's responsibility for establishing and maintaining

 FirstName LastNameShai  Shemesh
 Comapany NameIM Cannabis Corp.
 May 9, 2022 Page 2
 FirstName LastName
Shai  Shemesh
IM Cannabis Corp.
May 9, 2022
Page 2
adequate internal control over financial reporting; and
•Identify the framework used by management to evaluate internal control over
financial reporting, whether the criteria set forth by COSO or another framework.
3.To avoid confusion regarding your conclusion, please revise your statement regarding the
effectiveness of Company’s internal control over financial reporting to remove the phrase
"and yet constantly seek to improve it."
4.Please clarify the disclosure under the heading LIMITATION ON SCOPE OF DESIGN
as follows:
•Please confirm that management conducted an assessment of your acquired business's
internal control over financial reporting in the period between the consummation date
and the date of management's assessment.  Alternatively,  please provide the
disclosures set forth in Question 3 of Management's Report in Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic
Reports - Frequently Asked Questions (revised September 24, 2007); and
•Refer to Question 7 of Management's Report in Internal Control Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic Reports -
Frequently Asked Questions (revised September 24, 2007) with regard to changes in
your internal controls related to business combinations.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-
3355 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

    IM Cannabis Corp.: CORRESP - Filed by newsfilecorp.com

    February 24, 2021

    VIA EDGAR

                United States Securities and Exchange Commission

                Division of Corporation Finance

                100 F Street, N.E.

                Washington, D.C.  20549

    Re: Request for Acceleration - IM Cannabis Corp.

    Registration Statement on Form 40-F

    Filed on February 12, 2021

    File No. 001-40065

    Ladies and Gentlemen:

    IM Cannabis Corp. (the "Company") hereby respectfully requests that the United States Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form 40-F (File No. 001-40065), and permit said Registration Statement to become effective at 1:00 p.m. (Eastern Time) on February 26, 2021, or as soon thereafter as practicable.

    The Company hereby authorizes James Guttman, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any questions with respect to this request.

                Sincerely,

            IM Cannabis Corp.

            /s/ Oren Shuster _____________

            Oren Shuster

            CEO and Director