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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September
28, 2026
CNBX
PHARMACEUTICALS INC.
(Exact name of registrant as specified in its
charter)
| Nevada |
000-52403 |
20-3373669 |
| (State or other
jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
#3 Bethesda Metro Center
Suite 700
Bethesda, MD 20814
(Address of principal executive offices and Zip
Code)
877 424-2429
(Registrant's telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share
|
|
CNBX |
|
OTCQB |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
| Item 4.01 |
Changes in Registrant's Certifying Accountant |
The Board of Directors of CNBX Pharmaceuticals
Inc. (the “Company”) has dismissed Elkana Amitai CPA (“Former Accounting Firm”) as its independent registered
public accounting firm, effective as of September 28th, 2026. As described in Item 4.01(a) below, the change in independent
registered public accounting firm is not the result of any disagreement with the Former Accounting Firm. The Board made the decision to
dismiss the Former Accounting Firm acting under authority delegated to it and the Board of Directors approved the same on September 28th,
2026. On the same date, the Board of Directors of the Company engaged Vilki & Co-#1 Luxor Palace, Gandhi Smruti Bhavan, Gujarat, India
394651 (the “New Accounting Firm”) as its new independent accounting firm as of and for the year ended August 31st,
2026.
The Former Accounting Firm's audit reports on the
Company's consolidated financial statements as of and for the fiscal years ended August 31st, 2024 and 2025 did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles,
except that Former Accounting Firm's reports, on the Company’s consolidated financial statements as of and for the fiscal years
ended August 31st, 2024 and 2025included an explanatory paragraph indicating that there was substantial doubt about the Company’s
ability to continue as a going concern.
During the years ended August 31, 2025 and 2026, and
through the Dismissal Date, there were (i) no disagreements between the Company and Former Accounting Firm Elkana Amitai CPA on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved
to the satisfaction of Elkana Amitai CPA, would have caused them to make reference thereto in their reports on the consolidated financial
statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K
The Company has not consulted with the New Accounting
Firm during our two most recent fiscal years or during any subsequent interim period prior to its appointment as New Accounting Firm regarding
either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion
that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that
the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
The Company has requested that the Former Accounting
Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement.
A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Form 8-K
| Item 9.01 |
Financial Statements & Exhibits |
(d) Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 16.1 |
|
Letter from Elkana Amitai CPA |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirement 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: October 1, 2026 |
By: |
/s/ Eyal Barad |
| |
|
Eyal Barad |
| |
|
Director, CEO |