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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2024

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

For the transition period from ______ to ______.

Commission File Number: 000-52403

CNBX PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Nevada		46-5644005
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

#3 Bethesda Metro Center, Suite 700 Bethesda, MD		20814
(Address of principal executive offices)		(Zip Code)

(877) 424-2429

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered under Section 12(g) of the Act:

Common Stock, $.0001 Par Value

(Title of class)

Indicate by check mark whether the registrant (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 for such shorter period that the registrant 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 registrant 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 registrant was required to submit such files). Yes ☒ No ☐

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

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

If an emerging growth company, 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of January 12, 2025, the registrant had 31,111,352 shares of its Common Stock, $0.0001 par value, outstanding.

When used in this quarterly report, the terms “CNBX Pharmaceuticals Inc.,” “the Company,” “we,” “our,” and “us” refer to CNBX Pharmaceuticals Inc. and its wholly-owned subsidiary, G.R.I.N Ultra Ltd.

CNBX PHARMACEUTICALS INC.

FORM 10-Q

NOVEMBER 30, 2024

INDEX

Cautionary Note Regarding Forward-Looking Statements		3

PART I – FINANCIAL INFORMATION		4

Item 1.	Consolidated Financial Statements	4
	Consolidated Balance Sheets as of November 30, 2024 (unaudited) and August 31, 2024	4
	Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended November 30, 2024 and 2023 (unaudited)	5
	Consolidated Statements of Stockholders Equity (Deficit) for the Three Months Ended November 30, 2024 and 2023 (unaudited)	6
	Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2024 and 2023 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15

PART II – OTHER INFORMATION		16

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Recent Sale of Unregistered Securities	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

SIGNATURES		17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

	·	the size and growth of the potential markets for our products and the ability to serve those markets;

	·	our expectations regarding our expenses and revenue, the sufficiency of our cash resources and needs for additional financing;

	·	the rate and degree of market acceptance of any of our products;

	·	our expectations regarding competition;

	·	our anticipated growth strategies;

	·	our ability to attract or retain key personnel;

	·	our ability to establish and maintain development partnerships;

	·	regulatory developments in the U.S. and foreign countries, especially those related to change in, and enforcement of, cannabis laws;

	·	our ability to obtain and maintain intellectual property protection for our products; and

	·	the anticipated trends and challenges in our business and the market in which we operate.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors. These statements may be found under the section of our Annual Report on Form 10-K for the year ended August 31, 2023 (filed on November 29, 2023) entitled “Risk Factors” as well as in our other public filings.

In light of these risks and uncertainties, and especially given the start-up nature of our business, there can be no assurance that the forward-looking statements contained herein will in fact occur. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CNBX PHARMACEUTICALS INC.

Consolidated Balance Sheets


	November 30,			August 31,
	2024			2024
	Unaudited			Audited

ASSETS
Current assets:
Cash and cash equivalents	$	17,339		$	26,416
Prepaid expenses and other receivables		4,969			4,969
Total current assets		22,308			31,385

Equipment, net		–			–

Total assets	$	22,308		$	31,385

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	51,992		$	217,774
Convertible loan		1,328,232			1,295,107
Due to a related party		1,156,416			998,484
Total current liabilities		2,536,640			2,511,365

Stockholders' equity (deficit):
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding		–			–
Common stock, $.0001 par value, 900,000,000 shares authorized, 31,111,352 shares issued and outstanding on November 30, 2024, and on August 31, 2024, respectively.		3,111			3,111
Additional paid-in capital		22,471,309			22,471,309
Accumulated deficit		(24,988,752	)		(24,954,400	)
Total stockholders' equity (deficit)		(2,514,332	)		(2,479,980	)

Total liabilities and stockholders' equity	$	22,308		$	31,385

See accompanying notes to consolidated financial statements.

CNBX PHARMACEUTICALS INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	For the Three Months Ended
	November 30,			November 30,
	2024			2023
	Unaudited

Revenues	$	–		$	89,437

Operating expenses:
Research and development expense		–			112,418
General and administrative expenses		36,837			148,919

Total operating expenses		36,837			261,337

Loss from operations		(36,837	)		(171,900	)

Other (Loss) Income
Financial (Loss) Income		2,485			(6,623	)

Net loss		(34,352	)		(178,523	)

Loss from available for sale assets		–			–
Total comprehensive loss	$	(34,352	)	$	(178,523	)

Net loss per share - basic and diluted:	$	(0.001	)	$	(0.006	)
Weighted average number of shares outstanding - Basic and Diluted		31,111,352			27,760,802

See accompanying notes to consolidated financial statements.

CNBX PHARMACEUTICALS INC.

Consolidated Statements of Stockholders' Equity (Deficit)

Unaudited


	Common Stock				Additional Paid In				Other Comprehensive		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Capital		Warrants		Gain		Deficit			(Deficit)

Balance, August 31, 2024		31,111,352	$	3,111	$	22,471,309	$	–	$	–	$	(24,954,400	)	$	(2,479,980	)

Net loss		–		–		–		–		–		(34,352	)		(34,352	)

Balance, November 30, 2024		31,111,352	$	3,111	$	22,471,309	$	–	$	–	$	(24,988,752	)	$	(2,514,332	)


	Common Stock				Additional Paid In				Other Comprehensive		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Capital		Warrants		Gain		Deficit			(Deficit)

Balance, August 31, 2023		22,611,352	$	2,261	$	22,239,652	$	–	$	–	$	(24,259,202	)	$	(2,017,289	)

Share based payment		–		–		34,975		–		–		–			34,975

Exercise of a Convertible loan to shares of common stock.		5,700,000		570		65,338		–		–		–			65,908

Net loss		–		–		–		–		–		(178,523	)		(178,523	)

Balance, November 30, 2023		28,311,352	$	2,831	$	22,339,965	$	–	$	–	$	(24,437,725	)	$	(2,094,929	)

The accompanying notes are an integral part of the financial statements.

CNBX PHARMACEUTICALS INC.

Consolidated Statements of Cash Flows

(Unaudited)


	For the Three Months Ended
	November 30,			November 30,
	2024			2023
	Unaudited
Cash flows from operating activities:
Net Loss	$	(34,352	)	$	(178,523	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation		–			39,461
Interest on loans		3,122			11,451
Share based payment		–			34,975
Changes in operating assets and liabilities:
Decrease (increase) Accounts Receivable and prepaid expenses		–			25,323
Increase (decrease) Accounts payable and accrued liabilities		(7,847	)		(4,533	)
Net cash used in operating activities		(39,077	)		(71,846	)

Cash flows from investing activities:
Acquisition of equipment		–			(1,196	)
Net cash used in investing activities		–			(1,196	)

Cash flows from financing activities:
Proceeds from the issuance of a Convertible loan		30,000			24,993
Net cash provided by financing activities		30,000			24,993

Net increase (Decrease) in cash		(9,077	)		(48,049	)
Cash and cash equivalents at beginning of the Period		26,416			129,696
Cash and cash equivalents at end of the Period	$	17,339		$	81,647

See accompanying notes to consolidated financial statements.

CNBX PHARMACEUTICALS INC.

Notes to Consolidated Financial Statements

(unaudited)

Note 1 – Nature of Business, Presentation and Going Concern

Organization

CNBX Pharmaceuticals Inc. (the “Company”), was incorporated in the State of Nevada, on September 15, 2004, under the name of Thrust Energy Corp.

On September 30, 2010, we increased our authorized capital to 900 million shares of common stock (par value $0.0001) and 100 million shares of preferred stock (par value $0.0001) and effected a 20-for-1 reverse split of our issued and outstanding common stock. As a result of the reverse split, our issued and outstanding common stock was reduced from 13,604,000 shares to 680,200 shares and 5,000,000 preferred shares.

On April 25, 2014, the Company experienced a change in control. Cannabics, Inc. (“Cannabics”) acquired a majority of the issued and outstanding common stock of the Company in accordance with stock purchase agreements. On the closing date, April 25, 2014, pursuant to the terms of the Stock Purchase Agreement, Cannabics purchased 41,000,000 shares of the Company’s outstanding restricted common stock for $198,000, representing 51%.

On May 21, 2014, the Company changed its name, via merger in the state of Nevada, to CNBX Pharmaceuticals Inc. The Company’s principal offices are in Bethesda, Maryland. The Company changed its course of business to laboratory research and development.

On June 19, 2014, FINRA granted final approval of Change of Name & Ticker Symbol of the Corporation from American Mining Corporation to CNBX PHARMACEUTICALS INC., with the new Ticker Symbol of “CNBX”. Said approval was predicated upon CNBX Pharmaceuticals Inc.’s filing of Articles of Merger with American Mining Corporation with the Nevada Secretary of State on May 21, 2014. Under the laws of the State of Nevada, CNBX Pharmaceuticals Inc. was merged with and into the Registrant, with the Registrant being the surviving entity. The Merger was completed under Section 92A.180 of the Nevada Revised Statutes, Chapter 92A, as amended, and as such, does not require the approval of the stockholders of either the Registrant or CNBX Pharmaceuticals Inc.

On August 25, 2014, the Company organized G.R.I.N. Ultra Ltd. (“GRIN”), an Israeli corporation, as a wholly-owned subsidiary. GRIN will provide research and development activities for the Company’s products in Israel.

Stock Split

On June 3, 2014, the Company’s Board of Directors declared a two-to-one forward stock split of all outstanding shares of common stock. The stock split was approved by FINRA on June 25, 2014. The effect of the stock split increased the number of shares of common stock outstanding from 40,880,203 to 81,760,406. All common share and per common share data in these financial statements and related notes hereto have been retroactively adjusted to account for the effect of the stock split for all periods presented prior to June 3, 2014. The total number of authorized common shares and the par value thereof was not changed by the split. Additionally, on May 12, 2022, the Company effected a reverse-split of its common stock on a 1:120 basis.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

These unaudited financial statements should be read in conjunction with our August 31, 2024 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 29, 2024.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and GRIN. All significant inter-company balances and transactions have been eliminated in consolidation.

Going Concern

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $34,352 for the three months ended November 30, 2024; and has incurred cumulative losses since inception of $24,988,752. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts.

Research and Development Costs

The Company accounts for research and development costs in accordance with Accounting Standards Codification 730 “Research and Development” (“ASC 730”). ASC 730 requires that research and development costs be charged to expense when incurred. There were no Research and development costs charged to expense for the three months ended November 30, 2024 compared to $112,418 for the three months ended November, 2023.

Note 2 – Related Party Transactions

During the three months ending November 30, 2024, the Company paid $9,152 in salaries expenses, including socials benefits, to two directors, compared to $16,685 for the three months ending November 30, 2023.

In addition, During the three months ending November 30, 2024 the Company hasn’t accrued in salaries, including socials benefits, to our CEO and chairman. compared to $85,670 for the three months ending November 30, 2023.

As of November 30, 2024, the Company had a balance outstanding payable to two directors: Gabriel Yariv and Eyal Barad in the total of $932,771.

During the three months ending November 30, 2024, the Company haven’t recorded a non-cash expense in share-based payment, to the company chairman, board members and advisor.

The Company had a balance outstanding on November 30, 2024 and on November 30, 2023 of $223,645 payable to Cannabics, Inc. The advance is due on demand and bears no interest.

Note 3 – Stockholders’ Equity (Deficit)

Authorized Shares

The Company is authorized to issue up to 900,000,000 shares of common stock, par value $.0001 per share. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

Note 4 – Commitments and Contingencies

We no longer have a lease of property.

Note 5 – Private Placement of Notes and Warrant

On December 16, 2020, we entered into a Securities Purchase Agreement (“SPA”) with an institutional investor for a private placement of senior secured convertible notes totaling up to an aggregate of $2,750,000 to be issued in three tranches subject to the achievement of certain milestones. The convertible notes include a conversion right, at the Investor’s option, to convert the convertible notes into shares of our Common Stock at a conversion price equal to the lower of (i) $42 per share or (ii) eighty percent (80%) of the average of the two lowest daily volume-weighted average price for the Company’s Common Stock during the ten (10) consecutive trading days preceding the conversion date (the “notes”). The investor has the right to have the conversion price reduced if we issue Common Stock or convertible notes at a lower conversion price than $42 during the period that the notes are outstanding. The notes are due one year from issuance. The notes will be interest free, but in the event of a default, they will bear annual interest at a rate of 18.00%. The SPA and the notes contain events of default, including, among other things, failure to repay the notes by the maturity date, and bankruptcy and insolvency events, that would result in the imposition of the default interest rate.

On December 21, 2020, we closed the first tranche and issued a note in the amount of $825,000 (the “Initial Note”). On February 22, 2021, we closed the second tranche and issued a second note in the amount of $550,000 (the “Second Note”). On April 23, 2021, we closed the third tranche and issued a third note in the amount of $1,375,000 (the “Note”). The Initial Note was issued at a discount of $75,000; the Second Note was issued at a discount of $50,000; and the Note was issued at a discount of $125,000. In addition, we issued to the Investor 32,614 shares of Common Stock as pre-delivery shares in accordance with the terms of the SPA, which shares will be deducted from the total number of shares to be issued to the Investor upon conversion of the Initial Note.

On April 23, 2021, we entered into a senior secured promissory note (the “Senior Secured Note”) for $1,375,000 with the institutional investor. This follows the SPA, a restated securities purchase agreement dated as of February 22, 2021, as well as accompanying documents for an aggregate principal amount of $2,750,000 having an aggregate original issue discount of 10%, and ranking senior to all outstanding and future indebtedness of the Company. In addition, the SPA granted the investor a right to receive 100% warrant coverage, and we issued a warrant to the investor for up to 45,833 shares of our Common Stock, which expires three years from the issuance date of the warrant, with an exercise price of $60 per share. The warrant may be exercised and converted to Common Stock at the investor’s option at any time until the expiration date. These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Regulation D promulgated thereunder, as these securities were sold to “accredited investors” within the meaning of Regulation D.

On February 15, 2023, we entered into a forbearance agreements with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through March 7, 2022, agreed to forbear from exercising any rights and remedies against the Company related to the outstanding payments and to waive certain other defaults under the Senior Secured Note and related rights pursuant to the registration rights agreement entered into in December 2020 between the Company and the investor.

On November 28, 2023, we entered into a forbearance agreements with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through December 12, 2023, agreed to forbear from exercising any rights and remedies against the Company related to the outstanding payments and to waive certain other defaults under the Senior Secured Note and related rights pursuant to the registration rights agreement entered into in December 2020 between the Company and the investor.

On March 16, 2022, we issued to the investor a demand promissory note (the “Demand Note”) in the principal amount of $280,000 (the “Principal”) with an original issue discount of $40,000. The Demand Note is payable on demand at any time after the earlier to occur of (i) May 16, 2022, and (ii) the public or private offering of any securities by the Company (the “Next Subsequent Placement”). Any amount of Principal due under the Demand Note which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of fifteen percent (15%) per annum from the date such amount was due until the same is paid in full (the “Late Charges”). With the agreement, the Principal and accrued and unpaid Late Charges under the Demand Note and amounts owed under the Senior Secured Note may be applied to all, or any part, of the purchase price of securities to be issued upon the consummation of an offering of securities by the Company to the investor. So long as any amounts remain outstanding under the Demand Note or the Senior Secured Note, all cash proceeds received by the Company on or after issuance of the Demand Note from the Next Subsequent Placement or any other sales of any securities of the Company shall be used to (x) first, repay the Demand Note and (y) second, repay the Senior Secured Note.

We entered into a forbearance agreements with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through January 31, 2025, agreed to forbear from exercising any rights and remedies against the Company related to the outstanding payments and to waive certain other defaults under the Senior Secured Note and related rights pursuant to the registration rights agreement.

On June 15, 2022, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $154,250.00. ($154,000 net of issuance expenses). The Convertible Promissory Note carry interest of 9% and due on June 15^th 2023.

In the period of January through March 2023, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $35,000.00. ($35,000 net of issuance expenses). The Convertible Promissory Note carry interest of 5% and due on June 15^th 2023.

On June 12, 2023, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $65,000.00. ($65,000 net of issuance expenses). The Convertible Promissory Note carry interest of 5% and due on August 1, 2023.

On October 13, 2023, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $24,993 ($25,000 net of issuance expenses). The Convertible Promissory Note carry interest of 5% and due on January 1, 2024.

On September 24, 2024, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $30,000 ($30,000 net of issuance expenses). The Convertible Promissory Note carry interest of 5% and due on January 1, 2025.

The Institutional Investor agreed to forbear until December 12, 2024 from taking any action against the Company with respect to unpaid amounts owed and to waive certain other defaults under the Note and other rights.

Interest expenses amounted to $3,125 for the three months ended November 30^th, 2024.

Note 6 – Subsequent events

On December 30, 2024, the Company entered into a Securities Purchase Agreement providing for the issuance of the Promissory Note in the principal amount of $25,000 ($25,000 net of issuance expenses). The Convertible Promissory Note carries an interest of 5% and is due on April 1, 2025

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the SEC and has determined that there are no other such events that warrant disclosure or recognition in the financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Company Overview

We are a pre-clinical-stage, platform technology biopharmaceutical company which has developed proprietary innovative medicines in areas of significant unmet medical needs in oncology, with a current focus on colorectal cancer ("CRC"). Our drug candidate under development for colon cancer is RCC-33, a first-in-class therapy being developed primarily in two settings: one to reduce tumor cell activity in colon cancer patients as a standalone in neoadjuvant treatment or "window of opportunity" at the time after colonoscopy, prior to cancer staging; and another for patients with refractory to therapy and adjuvant to surgery also at the time after colonoscopy. The Company hopes to start first in human Phase I/II clinical trials in 2024. Neoadjuvant treatment is the administration of a therapy before the surgical treatment to improve patient outcome, and our business strategy is to advance our programs through clinical studies including with partners, and to opportunistically add programs in areas of high unmet medical needs through acquisition, collaboration, or internal development.

Results of Operations

For the Three Months Ended November 30, 2024 and 2023

Operating Expenses

For the three months ended November 30, 2024, our total operating expenses were $36,837 compared to $261,337 for the three months ended November 30, 2023, resulting in a decrease of $224,500. The decrease is attributable to a decrease of $112,082 in general administration expenses, mostly due to the Professional services expenses of $13,339, share based payment of $34,975 and salary expenses of $63,706 and a decrease of $112,480 in research and development expenses. The decrease is due to a pause in the company's research operation.

We incurred a financial income of $2,485 for the three months ended November 30, 2024, compared to financial expense of $6,623 for the three months ended November 30, 2023. The change in financial income was mainly attributable to an increase in currency exchange income offset by interest expenses of a convertible loan of $3,125.

Net loss

Net loss decreased by $144,171 to $34,352 for the three months ended November 30, 2024, compared to a net loss of $178,523 for the three months ended November 30, 2023. The decrease is due to the reasons above.

Liquidity and Capital Resources

Overview

As of November 30, 2024, we had $17,339 in cash compared to $81,647 on November 30, 2023. We expect to incur a minimum of $120,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees, research and development expenses, and fees payable to outside medical centers for clinical studies.

Liquidity and Capital Resources during the Three Months Ended November 30, 2024 compared to the Three Months Ended November 30, 2023

We used cash in operations of $39,077 for the three months ended November 30, 2024, compared to cash used in operations of $71,846 for the three months ended November 30, 2023. The negative cash flow from operating activities for the three months ended November 30, 2024, is primarily attributable to the Company's net loss of $34,352, a decrease in accounts payables and accrued liabilities of $7,487 offset by interest on the convertible loan of $3,125.

We had no cash flow from investing activities during the three months ended November 30, 2024, and 2023,

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders, issue equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the year ended August 31, 2023, regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our unaudited financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2, “Summary of Significant Accounting Policies” in our audited consolidated financial statements for the year ended August 31, 2024, included in our Annual Report on Form 10-K as filed on November 29, 2024, for a discussion of our critical accounting policies and estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The disclosure required under this item is not required to be reported by smaller reporting companies, as such term is defined by Item 503(e) of Regulation S-K.

Item 4. Controls and Procedures.

(a)

Evaluation of Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management of the effectiveness of its disclosure controls and procedures. The management assessed, reviewed and determined that the Company’s disclosure controls and procedures were effective as to this quarterly filing. Based on that evaluation, The Board accepted and ratified the findings of the Audit Committee that the Company’s disclosure controls and procedures, as of November 30^th, 2024, the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer, Chief Financial Officer, and Audit Committee as appropriate to allow timely decisions regarding required disclosure.

(c)

Limitations on the Effectiveness of Internal Controls

Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II- OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Recent Sale of Unregistered Securities

None.

Item 5. Other Information

During the quarter ended November 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit 31.1 *	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Exhibit 31.2 *	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Exhibit 32.1 **	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 **	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS***	Inline XBRL Instance Document

101.SCH***	Inline XBRL Taxonomy Extension Schema Document

101.CAL***	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE***	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

______________________________

*	Filed herewith.

**	Furnished herewith.

***	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	CNBX Pharmaceuticals Inc.

Date: January 13 2025	By:	/s/ Eyal Barad
		Eyal Barad
	Title:	Chief Executive Officer (Principal Executive Officer)


Date: January 13, 2025	By:	/s/ Uri Ben Or
		Uri Ben Or
	Title:	Chief Financial Officer (Principal Financial Officer)

CNBX Pharmaceuticals Inc. 10-Q