CNBX Pharmaceuticals (OTCQB: CNBX) Q1 loss widens as cash and equity shrink
CNBX Pharmaceuticals Inc. reported a larger quarterly loss and severe liquidity pressure for the three months ended November 30, 2025. The company generated no revenue and posted a net loss of $113,719, compared with $34,352 a year earlier, mainly from higher general and administrative expenses and increased interest on loans.
Cash and cash equivalents fell to $7,703, while current liabilities reached $2,584,133, leaving a stockholders’ deficit of $2,572,971. Management and the auditors highlight “substantial doubt” about the company’s ability to continue as a going concern, noting cumulative losses of $25,382,095 and the need for new financing.
To reduce debt, CNBX converted loans and interest totaling $37,041 into 199,234,460 new shares during the quarter, increasing shares outstanding to 753,196,666 at November 30, 2025. Subsequent conversions through early January 2026 added another 117,571,429 shares for $32,920 of debt, further diluting existing holders. The company also relies on forbearance agreements with an institutional investor on a senior secured note while it seeks additional capital.
Positive
- None.
Negative
- Severe going-concern risk: No revenue, cash of only $7,703, cumulative losses of $25.38M, and explicit “substantial doubt” language about continuing operations.
- Rapid dilution and debt dependence: Over 316M new shares issued from August 31, 2025 to January 12, 2026 mainly via loan conversions, alongside heavy reliance on secured and convertible notes with forbearance agreements.
Insights
CNBX shows deep going-concern risk, heavy debt reliance, and accelerating dilution.
CNBX Pharmaceuticals remains a pre-clinical oncology company with no revenue and a widening quarterly loss of
The company is funding itself with high-cost convertible and secured debt. Interest expense for the quarter reached
To manage obligations, CNBX converted
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from ______ to ______.
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip Code) |
(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:
(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.
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).
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 ☐ |
| 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 ☐
As of January 12, 2026, the registrant had
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, 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 November 30, 2025 (unaudited) and August 31, 2025 | 4 | |
| Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended November 30, 2025 and 2024 (unaudited) | 5 | |
| Consolidated Statements of Stockholders Equity (Deficit) for the Three Months Ended November 30, 2025 and 2024 (unaudited) | 6 | |
| Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2025 and 2024 (unaudited) | 7 | |
| Notes to Consolidated Financial Statements (unaudited) | 8 | |
| Item 2. | 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 | |
| 2 |
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.
| 3 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
CNBX PHARMACEUTICALS INC.
Consolidated Balance Sheets
| November 30, | August 31, | |||||||
| 2025 | 2025 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other receivables | ||||||||
| Total current assets | ||||||||
| Equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Convertible loan | ||||||||
| Short Term Loan | ||||||||
| Due to a related party | ||||||||
| Total current liabilities | ||||||||
| Stockholders' equity (deficit): | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| 4 |
CNBX PHARMACEUTICALS INC.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| For the Three Months Ended | ||||||||
| November 30, | November 30, | |||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Revenues | $ | $ | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (Loss) Income | ||||||||
| Financial (Loss) Income | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Loss from available for sale assets | ||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share - basic and diluted: | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding - Basic and Diluted | ||||||||
See accompanying notes to consolidated financial statements.
| 5 |
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, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Exercise of a Convertible loan to shares of common stock | – | – | – | |||||||||||||||||||||||||
| Net loss | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance, November 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Common Stock | Additional Paid In | Other Comprehensive | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount | Capital | Warrants | Gain | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, August 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Net loss | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance, November 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of the financial statements.
| 6 |
CNBX PHARMACEUTICALS INC.
Consolidated Statements of Cash Flows
(Unaudited)
| For the Three Months Ended | ||||||||
| November 30, | November 30, | |||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Interest on loans | ||||||||
| Share based payment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease (increase) Accounts Receivable and prepaid expenses | ( | ) | ||||||
| Increase (decrease) Accounts payable and accrued liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of equipment | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from the issuance of a Short term loan | ||||||||
| Proceeds from the issuance of a Convertible loan | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (Decrease) in cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of the Period | ||||||||
| Cash and cash equivalents at end of the Period | $ | $ | ||||||
| Significant non-cash transactions: | ||||||||
| Exercise of a Convertible loan to shares of common stock | $ | $ | – | |||||
See accompanying notes to consolidated financial statements.
| 7 |
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.The Company was originally engaged in the exploration, exploitation, development and production of oil and gas projects within North America, but was unable to operate profitably.
In May 2011, the Company changed its name to American Mining Corporation, suspending its oil and gas operations and changing its business to toll milling and refining, mineral exploration and mine development.
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.
| 8 |
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, 2025 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 29, 2025.
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 $
The Company’s continuation as a going concern is dependent upon its ability to generate revenues, its ability to continue to raise investment capital, and implementing its business plan. No assurance can be given that the Company will be successful in these efforts.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. 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
Note 2 – Related Party Transactions
During the three months ended November 30, 2025, the
Company paid $
In addition,
During the three months ended November 30, 2025 the Company accrued $21,643 in salaries, including socials benefits, to our CEO and chairman.
compared to $
During the three months ended November 30, 2025, the Company paid $18,925 in bookkeeping expenses as compensation to our CFO, including accrued expenses, compared to $8,215 for the three months ended November 30, 2024.
| 9 |
As of November 30, 2025, the Company had a balance
outstanding payable to two directors: Gabriel Yariv and Eyal Barad in the total of $
As of November 30, 2025, the Company had a balance
outstanding payable to CFO in the total of $
During the three months ended November 30, 2025
and 2024, the Company has
The Company had a balance outstanding on November
30, 2025 and on November 30, 2024 of $
Note 3 – Stockholders’ Equity (Deficit)
Authorized Shares
The Company is authorized to issue up to
Common Stock
The Company is authorized to issue up to
During the period ended November 30, 2025, the
company issued
Note 4 – 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 $
| 10 |
On December 21, 2020, we closed the first tranche
and issued a note in the amount of $
On April 23, 2021, we entered into a senior secured
promissory note (the “Senior Secured Note”) for $
On November 28, 2022, we entered into a forbearance agreement with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through December 12, 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 March 16, 2022, we issued to the investor a
demand promissory note (the “Demand Note”) in the principal amount of $
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 $
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 $
On Sept 24, 2024, the Company entered into a Securities
Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $
| 11 |
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 $
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 $
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 $
On April 24, 2025, the Company entered into
a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $
On June 23, 2025, the Company entered into a Securities
Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $
The Institutional Investor agreed to forbear until November 1, 2025 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.
During the period ended in November 30, 2025 the
Company issued an aggregate of
On December 30, 2025, we entered into a forbearance agreement with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through February 1st, 2026, 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.
Interest expenses amounted to $
Note 5 – Subsequent Events
On December 31, 2025 the Company issued an aggregate of 28,571,429 shares in connection with the conversion of loans in a total amount of $8,000.
On January 2, 2026 the Company issued an aggregate of 29,000,000 shares in connection with the conversion of loans in a total amount of $8,120.
On January 5, 2026 the Company issued an aggregate of 60,000,000 shares in connection with the conversion of loans in a total amount of $16,800.
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.
| 12 |
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 2025. 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, 2025 and 2024
Operating Expenses
For the three months ended November 30, 2025, our total operating expenses were $64,002 compared to $36,837 for the three months ended November 30, 2024, resulting in an increase of $27,167. The increase is attributable to an increase of $27,167 in general administration expenses, mostly due to the salary expenses of $24,259.
We incurred a financial Loss of $49,717 for the three months ended November 30, 2025, compared to financial income of $2,485 for the three months ended November 30, 2024. The increase in financial loss was mainly attributable to interest on converted loans.
Net loss
Net loss was $113,719 compared to $34,352 for the three months ended November 30, 2025 and November 30, 2024, The increase is due to the reasons mentioned above.
Liquidity and Capital Resources
Overview
As of November 30, 2025, we had $7,703 in cash compared to $17,339 on November 30, 2024. We expect to incur a minimum of $150,000 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.
| 13 |
Liquidity and Capital Resources during the Three Months Ended November 30, 2025 compared to the Three Months Ended November 30, 2024
We used cash in operations of $47,408 for the three months ended November 30, 2025, compared to cash used in operations of $39,077 for the three months ended November 30, 2024. The negative cash flow from operating activities for the three months ended November 30, 2025, is primarily attributable to the Company's net loss of $113,719 offset by convertible loan valuation in a total of $46,296, an increase in accounts payables and accrued liabilities of $20,148 and a decrease in Accounts Receivable and prepaid expenses of $133.
We had no cash flow from investing activities during the three months ended November 30, 2025, and 2024,
We had cash flow from financing activities of 40,000 Short term loan during the three months ended November 30, 2025, compared to $30,000 convertible loan for the three months ended November 30, 2024
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, 2025, 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.
| 14 |
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 30th, 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.
| 15 |
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, 2025,
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. |
| 16 |
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 14, 2026 | By: | /s/ Eyal Barad |
| Eyal Barad | ||
| Title: |
Chief Executive Officer (Principal Executive Officer) | |
| Date: January 14, 2026 | By: | /s/ Uri Ben Or |
| Uri Ben Or | ||
| Title: |
Chief Financial Officer (Principal Financial Officer) | |
| 17 |
FAQ
What were CNBX (CNBX) revenues and net loss for the quarter ended November 30, 2025?
What is CNBX (CNBX) cash position and working capital as of November 30, 2025?
How many CNBX (CNBX) shares are outstanding and how did they change?
Does CNBX (CNBX) face going-concern issues?
What debt and financing arrangements does CNBX (CNBX) have outstanding?
What is CNBX (CNBX) currently developing in its pipeline?
How is CNBX (CNBX) funding operations given the lack of revenue?
