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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 February 28, 2025

☐ 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		Name of each exchange on which registered
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 April 14, 2025, the registrant had 4,196,841 shares of its Common Stock, $0.0001 par value, outstanding.

When used in this quarterly report, the terms “CNBX,” “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

FEBRUARY 28, 2025

INDEX

Cautionary Note Regarding Forward-Looking Statements		3

PART I – FINANCIAL INFORMATION		4

Item 1.	Consolidated Financial Statements	4
	Consolidated Balance Sheets as of February 28, 2025 (unaudited) and August 31, 2024	4
	Consolidated Statements of Operations for the Three and Six Months Ended February 28, 2025 and February 29, 2024 (unaudited)	5
	Consolidated Statements of Stockholder’s Equity for the Three and Six Months Ended February 28, 2025 and February 29, 2024 (unaudited)	6
	Consolidated Statements of Cash Flows for the Six Months Ended February 28, 2025 and February 29, 2024 (unaudited)	8
	Notes to Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14

PART II – OTHER INFORMATION		16

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

SIGNATURE		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, 2024 (filed on November 29^th, 2024) 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

	February 28,			August 31,
	2025			2024
ASSETS

Current assets:
Cash and cash equivalents	$	45,675		$	26,416
Prepaid expenses and other receivables		4,985			4,969
Total current assets		50,660			31,385

Equipment, net		–			–

Total assets	$	50,660		$	31,385

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	62,943		$	217,774
Convertible loan		1,398,781			1,295,107
Due to a related party		1,159,416			998,484
Total current liabilities		2,621,140			2,511,365

Stockholders' equity (deficit):
Preferred stock, $.0001 par value, 100,000,000 shares authorized, no shares issued and outstanding		–			–
Common stock, $.0001 par value, 900,000,000 shares authorized, 33,861,352 and 31,111,352 shares issued and outstanding at February 28, 2025 and August 31, 2024, respectively		3,386			3,111
Additional paid-in capital		22,484,674			22,471,309
Issuance of warrants		–			–
Other comprehensive loss		–			–
Accumulated deficit		(25,058,540	)		(24,954,400	)
Total stockholders' equity (deficit)		(2,570,480	)		(2,479,980	)

Total liabilities and stockholders' equity	$	50,660		$	31,385

See accompanying notes to consolidated financial statements.

* On May 12, 2022, the Company effected a reverse-split of its common stock on a 1:120 basis.

CNBX PHARMACEUTICALS INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	For the Three Months Ended						For the Six Months Ended
	February 28,			February 29,			February 28,			February 29,
	2025			2024			2025			2024

Revenues
Services	$	–		$	40,637		$	–		$	130,074
Cost of services		–			6,220			–			17,570
Gross Profit		–			34,417			–			112,504

Operating expenses:
Research and development expense		–			107,199			–			208,267
General and administrative expenses		64,743			133,646			101,580			282,565

Total operating expenses		64,743			240,845			101,580			490,832

Loss from operations		(64,743	)		(206,428	)		(101,580	)		(378,328	)

Other income (loss)
Capital loss		–			(123,711	)		–			(123,711	)
Financial income (Loss), net		(5,045	)		4,680			(2,560	)		(1,943	)

Net (loss)		(69,788	)		(325,459	)		(104,140	)		(503,982	)

Profit (loss) from available for sale assets		–			–			–			–
Total comprehensive income (loss)	$	(69,788	)	$	(325,459	)	$	(104,140	)	$	(503,982	)

Net loss per share - basic and diluted:	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)

Weighted average number of shares outstanding - Basic and Diluted		32,096,769			30,988,275			31,764,667			29,374,538

See accompanying notes to consolidated financial statements.

* On May 12, 2022, the Company effected a reverse-split of its common stock on a 1:120 basis.

CNBX PHARMACEUTICALS INC.

Consolidated Statements of Stockholder’s Equity

(Unaudited)

For the six months ended February 28, 2025


	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	)

Share based payment		–		–		–		–		–		–			–

Exercise of CLA to shares		2,750,000		275		13,365		–		–		–			13,640

Other comprehensive loss		–		–		–		–		–		–			–

Net loss		–		–		–		–		–		(104,140	)		(104,140	)

Balance, February 28, 2025		33,861,352	$	3,386	$	22,484,674	$	–	$	–	$	(25,058,540	)	$	(2,570,480	)

For the three months ended February 28, 2025

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

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

Share based payment		–		–		–		–		–		–			–

Exercise of CLA to shares		2,750,000		275		13,365		–		–		–			13,640

Other comprehensive loss		–				–		–		–		–			–

Net loss		–		–		–		–		–		(69,788	)		(69,788	)

Balance, February 28, 2025		33,861,352	$	3,386	$	22,484,674	$	–	$	–	$	(25,058,540	)	$	(2,570,480	)

CNBX PHARMACEUTICALS INC.

Consolidated Statements of Stockholder’s Equity

(Unaudited)

For the six months ended February 29, 2024

	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		–		–		69,950		–		–		–			69,950

Exercise of CLA to shares		8,500,000		850		91,937		–		–		–			92,787

Net loss		–		–		–		–		–		(503,982	)		(503,982	)

Balance, February 29, 2024		31,111,352	$	3,111	$	22,401,539	$	–	$	–	$	(24,763,184	)	$	(2,358,534	)

For the three months ended February 29, 2024

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

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

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

Exercise of CLA to shares		2,800,000		280		26,599		–		–		–			26,879

Net loss		–		–		–		–		–		(325,459	)		(325,459	)

Balance, February 29, 2024		31,111,352	$	3,111	$	22,401,539	$	–	$	–	$	(24,763,184	)	$	(2,358,534	)

See accompanying notes to consolidated financial statements.

CNBX PHARMACEUTICALS INC.

Consolidated Statements of Cash Flows

(Unaudited)


	For the Six month Ended
	February 28,			February 29,
	2025			2024
Cash flows from operating activities:
Net (Loss)	$	(104,140	)	$	(503,982	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation		–			72,320
Interest on convertible loans		7,313			16,798
Capital loss		–			123,711
Changes in operating assets and liabilities:
Share based payment		–			69,950
Accounts Receivable and pre-paid expenses		(16	)		(32,163	)
Accounts payable and accrued liabilities		6,102			57,122
Net cash used in operating activities		(90,741	)		(196,244	)

Cash flows from investing activities:
Acquisition of equipment		–			(1,196	)
Realization of equipment		–			20,000
Net cash from (used) in investing activities		–			18,804

Cash flows from financing activities:
Proceeds from convertible loan agreement		110,000			24,993
Net cash provided by financing activities		110,000			24,993

Effect of exchange rate changes on cash, cash equivalents		–			59,893

Net increase (Decrease) in cash		19,259			(92,554	)
Cash and cash equivalents at beginning of the Period		26,416			129,696
Cash and cash equivalents at end of the Period	$	45,675		$	37,142


Significant non-cash transactions:
Exercise of a Convertible loan to shares of common stock.	$	13,640		$	–

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 680,202 common shares, 100,000,000 preferred shares were unaffected.

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 21st, 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.

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^th, 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. While the Company has incurred a net loss of $104,140 for the six months ended February 28, 2025, it has incurred cumulative losses since inception of $25,058,540. 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 six months ended February 28, 2025 compared to $208,267 for the six months ended February 29, 2024.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported.

Note 2 – Related Party Transactions

As of February 28, 2025, the Company had One employee, our Director Eyal Barad. All employees reside in Israel.

During the six months ending February 28, 2025, the Company paid $28,258 in salaries, including socials benefits, to two directors, compared to $50,979 for the six months ending February 29, 2024.

In addition, during the six months ending February 28, 2025, the Company accrued $0 in salaries, including socials benefits, to two directors, compared to accrued expenses of $161,655 for the six months ending February 29, 2024. During the six months ending February 28, 2025, the Company hasn’t recorded a non-cash expense in share-based payment, to the company chairman, board members and advisor, compared to $69,950 for the six months ending February 29, 2024.

As of February 28, 2025, the Company had a balance outstanding payable to two directors: Gabriel Yariv and Eyal Barad in the total of $932,771 under Accounts payable and accrued liabilities.

The Company had a balance outstanding on February 28, 2025 and at February 29, 2024 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 $0.0001 per share. There is also 100,000,000 shares of Preferred stock, none of which has been issued. 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 lease any properties.

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.

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

On February 3, 2025, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $55,000 ($50,000 net of issuance expenses). The Convertible Promissory Note carry interest of 10% and due on October 30, 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 $7,314 for the six months ended February 28^th, 2025.

Note 6 – Subsequent events

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 2023. 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 February 28, 2025 and February 29, 2024

Operating Expenses

For the three months ended February 28, 2025, our total operating expenses were $64,743 compared to $240,845 for the three months ended February 29, 2024, resulting in a decrease of $176,102. The decrease is attributable to a total decrease of $68,903 in general administration, and sales and marketing expenses and a decrease of $107,199 in research and development expenses. The decrease is due to lack of funds.

We incurred a financial loss of $5,045 for the three months ended February 28, 2025, compared to other financial Income of $4,680 for the three months ended February 29, 2024. The increase in financial expense was mainly attributable to a capital loss due to a realization of the Company’s Convertible loans.

Net Loss

Net loss for the three months ended February 28, 2025 was $69,788 compared to net loss $325,459 for the three months ended February 29, 2024, for the reasons explained above.

For the Six Months Ended February 28, 2025 and February 29, 2024

Operating Expenses

For the six months ended February 28, 2025, our total operating expenses were $101,743 compared to $490,845 for the six months ended February 29, 2024, resulting in a decrease of $389,252. The decrease is attributable to a total decrease of $180,985 in general administration, and sales and marketing expenses and a decrease of $208,267 in research and development expenses. The decrease is due to lack of funds.

We incurred a financial loss of $2,560 for the six months ended February 28, 2025, compared to other financial Income of $1,943 for the six months ended February 29, 2024.

Net Loss

Net loss for the six months ended February 28, 2025 was $104,140 compared to net loss $503,982 for the six months ended February 29, 2024, for the reasons explained above.

Liquidity and Capital Resources

Overview

As of February 28, 2025, we had $45,675 in cash compared to $26,416 on August 31, 2024. We expect to incur a minimum of $1,000,000 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 Six Months Ended February 28, 2025 compared to the Six Months Ended February 29, 2024

We used cash in operations of $90,741 for the six months ended February 28, 2025 compared to cash used in operations of $196,244 for the six months ended February 29, 2024. The negative cash flow from operating activities for the six months ended February 28, 2025 is primarily attributable to the Company's net loss from operations of $104,140, offset by convertible loan valuation in a total of $7,313, an increase in accounts payables and accrued liabilities of $6,102.

We had no cash flow from investing activities during the six months ended February 28, 2025, compared to cash earned from investing activities of $18,804 for the six months ended February 29, 2024. For the six months ended February 29, 2024 the cash flow was from realization of equipment of $20,000 off set by purchase of fixed assets in the aggregate amount of $1,196.

We earned cash in financing activities of $110,000 for the six months ended February 28, 2025 compared to $24,993 for the six months ended February 29, 2024. The cash is from convertible loan proceeds.

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

Our independent auditors included an explanatory paragraph in their report on the accompanying unaudited financial statements 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^th, 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, including its Chief Executive Officer, Chief Financial Officer and the full Audit Committee, of the effectiveness of its disclosure controls and procedures. The Audit Committee 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 February 28^th, 2023, 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.

(b)

Changes in Internal Control over Financial Reporting

Since our annual report, the Company has maintained an Audit Committee to better review our internal financial reporting. There were no other changes in our internal control over financial reporting during the period ending February 28^th, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(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 February 28, 2025, 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 (embedded within the Inline XBRL document)

______________________________

*	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: April 14, 2025	By:	/s/ Eyal Barad
		Eyal Barad
	Title:	Chief Executive Officer (Principal Executive Officer)


Date: April 14, 2025	By:	/s/ Uri Ben Or
		Uri Ben Or
	Title:	Chief Financial Officer (Principal Financial Officer)

CNBX Pharmaceuticals Inc. 10-Q