CNBX Pharmaceuticals Inc.’s large holder 3i and related parties updated their ownership disclosure. They report beneficial ownership of 83,595,541 shares of common stock, all issuable upon conversion of a senior secured convertible note with principal of approximately $655,924.
The note is convertible at an alternate conversion price into up to 83,595,541 shares based on 753,196,666 shares outstanding as of December 31, 2025. A 9.99% beneficial ownership limitation blocks conversions that would push their stake above 9.99%. The investors certify the position is not held to change or influence control of CNBX.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
CNBX Pharmaceuticals Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
13764M209
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
13764M209
1
Names of Reporting Persons
3i, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
83,595,541.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
83,595,541.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
83,595,541.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 7 to Statement on Schedule 13G (''Amendment No. 7''), such shares and percentage are based on 753,196,666 shares of common stock, par value $0.0001 per share, of the issuer (the ''Common Stock'') outstanding as of December 31, 2025, as verified with the issuer. Beneficial ownership consists of 83,595,541 shares of Common Stock issuable upon conversion of a senior secured convertible note (the ''Note'') held directly by the reporting person, which conversion is subject to a 9.99% beneficial ownership limitation provision (the ''Blocker'').
SCHEDULE 13G
CUSIP No.
13764M209
1
Names of Reporting Persons
3i Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
83,595,541.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
83,595,541.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
83,595,541.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 7, such shares and percentage are based on 753,196,666 shares of Common Stock outstanding as of December 31, 2025, as verified with the issuer. Beneficial ownership consists of 83,595,541 shares of Common Stock issuable upon conversion of the Note held indirectly by the reporting person, which conversion is subject to a 9.99% Blocker.
SCHEDULE 13G
CUSIP No.
13764M209
1
Names of Reporting Persons
Maier Joshua Tarlow
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
83,595,541.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
83,595,541.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
83,595,541.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 7, such shares and percentage are based on 753,196,666 shares of Common Stock outstanding as December 31, 2025, as verified with the issuer. Beneficial ownership consists of 83,595,541 shares of Common Stock issuable upon conversion of the Note held indirectly by the reporting person, which conversion is subject to a 9.99% Blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CNBX Pharmaceuticals Inc.
(b)
Address of issuer's principal executive offices:
#3 Bethesda Metro Center, Suite 700, Bethesda, MD 20814
Item 2.
(a)
Name of person filing:
(i) 3i, LP, a Delaware limited partnership ("3i");
(ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and
(iii) Maier Joshua Tarlow ("Mr. Tarlow").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on March 6, 2023 (the "Schedule 13G"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 7 and all subsequent amendments to this Amendment No. 7, the Schedule 13G, Amendment No. 1 to Schedule 13G filed by the Reporting Persons with the SEC on February 13, 2024 ("Amendment No. 1"), as amended by Amendment No. 2 to Schedule 13G filed by the Reporting Persons with the SEC on November 14, 2024 ("Amendment No. 2"), as amended by Amendment No. 3 to Schedule 13G filed by the Reporting Persons with the SEC on February 13, 2025 ("Amendment No. 3"), as amended by Amendment No. 4 to Schedule 13G filed by the Reporting Persons with the SEC on May 13, 2025 ("Amendment No. 4"), as amended by Amendment No. 5 to Schedule 13G filed by the Reporting Persons with the SEC on August 13, 2025 ("Amendment No. 5"), as amended by Amendment No. 6 to Schedule 13G filed by the Reporting Persons with the SEC on November 10, 2025 ("Amendment No. 6 and together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5, the "Amendments") jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 7 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)
Citizenship:
3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
13764M209
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The purpose of this Amendment No. 7 is to amend and supplement the Schedule 13G and the Amendments in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G and in the Amendments. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 7 and is incorporated herein by reference for each such Reporting Person.
The share amounts and ownership percentages reported are based on 753,196,666 shares of Common Stock outstanding as of December 31, 2025, as verified with the issuer. 3i holds the Note in the principal amount of approximately $655,924, which is convertible into up to 83,595,541 shares of Common Stock, assuming conversion at the alternate conversion price of the Note as of December 31, 2025, as a result of the triggering of the 9.99% Blocker contained in the Note, which prohibits 3i from converting the Note for shares of Common Stock if, as a result of such conversion, the holder thereof, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion.
Consequently, 3i is the beneficial owner of 83,595,541 shares of Common Stock (the "Shares"). 3i is the beneficial owner of the Shares and has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
3i, LP
Signature:
/s/ 3i, LP
Name/Title:
Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
Date:
02/05/2026
3i Management LLC
Signature:
/s/ 3i Management LLC
Name/Title:
Maier Joshua Tarlow, Manager
Date:
02/05/2026
Maier Joshua Tarlow
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow
Date:
02/05/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated March 6, 2023 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on March 6, 2023).
What CNBX stake does 3i report in this Schedule 13G/A amendment for CNBX?
3i and related reporting persons disclose beneficial ownership of 83,595,541 CNBX common shares, all issuable from a senior secured convertible note. This stake is calculated against 753,196,666 shares outstanding as of December 31, 2025, keeping their ownership just under a 9.99% cap.
How is 3i’s CNBX position structured according to this Schedule 13G/A?
Their CNBX exposure comes through a senior secured convertible note with principal of about $655,924. As of December 31, 2025, that note is convertible at an alternate conversion price into up to 83,595,541 common shares, subject to a contractual ownership blocker.
Who are the reporting persons in the CNBX Schedule 13G/A Amendment No. 7?
The filing lists three reporting persons: 3i, LP, 3i Management LLC, and Maier Joshua Tarlow. 3i holds the convertible note directly, 3i Management is its manager and general partner, and Tarlow manages 3i Management, giving them shared voting and dispositive power over the same shares.
What is the 9.99% beneficial ownership limitation mentioned for CNBX?
The convertible note held by 3i includes a 9.99% beneficial ownership limitation, often called a blocker. It prevents conversions if, after conversion, 3i and its affiliates would own more than 9.99% of CNBX’s outstanding common stock, limiting concentration of ownership.
Does 3i seek control of CNBX Pharmaceuticals Inc. in this filing?
The reporting persons expressly certify the CNBX securities were not acquired and are not held for the purpose of changing or influencing control. They also state the holdings are not part of any transaction designed to affect control, aside from potential director nomination activities referenced in regulatory rules.
How much CNBX stock was outstanding when 3i calculated its beneficial ownership?
The filing states that 753,196,666 CNBX common shares were outstanding as of December 31, 2025. This figure, verified with the issuer, is used to calculate the reporting persons’ beneficial ownership percentage from the 83,595,541 shares issuable upon note conversion.
