3i group reports 9.99% stake in CNBX stock

CNBX Pharmaceuticals Inc. is reported to have 169,341,400 shares of common stock beneficially owned by 3i, LP, 3i Management LLC, and Maier Joshua Tarlow as a group, representing 9.99% of the outstanding common stock.

Rhea-AI Filing Summary

CNBX Pharmaceuticals Inc. is reported to have 169,341,400 shares of common stock beneficially owned by 3i, LP, 3i Management LLC, and Maier Joshua Tarlow as a group, representing 9.99% of the outstanding common stock. This ownership is based on 1,605,768,095 shares outstanding as of June 17, 2026. The position includes 80,000,000 shares currently held and 89,341,400 shares issuable upon conversion of a senior secured convertible note, subject to a 9.99% beneficial ownership limitation that prevents the holders and their affiliates from exceeding that percentage after any conversion. All three reporting persons share voting and dispositive power over the same 169,341,400 shares.

Key Figures

Beneficially owned shares: 169,341,400 shares Ownership percentage: 9.99% Shares outstanding: 1,605,768,095 shares +4 more

7 metrics

Beneficially owned shares 169,341,400 shares Shares of CNBX common stock beneficially owned by the reporting persons

Ownership percentage 9.99% Portion of CNBX common stock class reported as beneficially owned

Shares outstanding 1,605,768,095 shares CNBX common shares outstanding as of June 17, 2026, per Form 10-Q

Directly held shares 80,000,000 shares CNBX common stock directly held by 3i, LP

Shares issuable under Blocker 89,341,400 shares CNBX shares issuable upon note conversion counted within the 9.99% limit

Note principal $572,404 Approximate principal amount of senior secured convertible note held by 3i

Maximum shares under note 7,155,054,750 shares Maximum CNBX shares into which the note is convertible at alternate price as of June 30, 2026

Key Terms

beneficial ownership, senior secured convertible note, beneficial ownership limitation, Blocker, +2 more

6 terms

beneficial ownership financial

"Consequently, 3i is the beneficial owner of 169,341,400 shares of Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

senior secured convertible note financial

"shares of Common Stock issuable upon conversion of a senior secured convertible note (the "Note")"

A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.

beneficial ownership limitation financial

"which conversion is subject to a 9.99% beneficial ownership limitation provision (the "Blocker")"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Blocker financial

"as a result of the triggering of the 9.99% Blocker contained in the Note"

shared voting power financial

"Shared Voting Power 169,341,400.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Shared Dispositive Power 169,341,400.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of CNBX common stock do 3i and related parties report owning?

The reporting persons disclose beneficial ownership of 9.99% of CNBX common stock, corresponding to 169,341,400 shares, based on 1,605,768,095 shares outstanding as of June 17, 2026, as stated in the company’s Form 10-Q.

How many CNBX shares do the reporting persons currently hold and how many are issuable from the note?

The group reports holding 80,000,000 CNBX shares directly and up to 89,341,400 shares issuable upon conversion of a senior secured convertible note, all counted within the 169,341,400 beneficially owned shares subject to a 9.99% cap.

What is the size of CNBX’s total shares outstanding used in this Schedule 13G/A?

The ownership calculations use 1,605,768,095 CNBX common shares outstanding as of June 17, 2026, as disclosed in CNBX’s Form 10-Q for the period ended May 31, 2026, filed on June 24, 2026.

What are the key terms of the senior secured convertible note held by 3i regarding CNBX?

3i holds a senior secured convertible note with principal of approximately $572,404, convertible into up to 7,155,054,750 CNBX shares at an alternate conversion price as of June 30, 2026, but conversions are limited by a 9.99% beneficial ownership Blocker.

Who are the reporting persons in this CNBX Schedule 13G/A Amendment No. 9?

The filing identifies three reporting persons: 3i, LP, a Delaware limited partnership; 3i Management LLC, its Delaware general partner; and Maier Joshua Tarlow, a U.S. citizen who manages 3i Management and shares voting and dispositive power over the CNBX shares.

Do the reporting persons have sole or shared voting power over the CNBX shares?

Each reporting person reports 0 shares of sole voting power and 169,341,400 shares of shared voting power, with the same figures for shared dispositive power, reflecting joint control over the reported CNBX position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 05:01 PM Accepted by SEC EDGAR 08/14/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

CNBX Pharmaceuticals Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

13764M209

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 169,341,400.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 169,341,400.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

169,341,400.00

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. 9 to Statement on Schedule 13G (''Amendment No. 9''), such shares and percentage are based on 1,605,768,095 shares of common stock, par value $0.0001 per share, of the issuer (the ''Common Stock'') outstanding as of June 17, 2026, as disclosed in the issuer's Quarterly Report on Form 10-Q for the fiscal period ended May 31, 2026, filed with the U.S. Securities and Exchange Commission (the ''SEC'') on June 24, 2026 (the ''Form 10-Q''). Beneficial ownership consists of (i) 80,000,000 shares of Common Stock directly held by the reporting person and (ii) 89,341,400 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 Number(s): 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 169,341,400.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 169,341,400.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

169,341,400.00

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. 9, such shares and percentage are based on 1,605,768,095 shares of Common Stock outstanding as of June 17, 2026, as disclosed in the Form 10-Q. Beneficial ownership consists of (i) 80,000,000 shares of Common Stock indirectly held by the reporting person and (ii) 89,341,400 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 Number(s): 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 169,341,400.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 169,341,400.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

169,341,400.00

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. 9, such shares and percentage are based on 1,605,768,095 shares of Common Stock outstanding as of June 17, 2026, as disclosed in the Form 10-Q. Beneficial ownership consists of (i) 80,000,000 shares of Common Stock indirectly held by the reporting person and (ii) 89,341,400 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. 9 and all subsequent amendments to this Amendment No. 9, the Schedule 13G, as amended by 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), as amended by Amendment No. 7 to Schedule 13G filed by the Reporting Persons with the SEC on February 5, 2026 ("Amendment No. 7"), as amended by Amendment No. 8 to Schedule 13G filed by the Reporting Persons with the SEC on May 8, 2026 ("Amendment No. 8" and together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 7, the "Amendments") jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Amendment No. 9 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. 9 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. 9 and is incorporated herein by reference for each such Reporting Person. The share amounts and ownership percentages reported are based on 1,605,768,095 shares of Common Stock outstanding as of June 17, 2026, as disclosed in the Form 10-Q. 3i holds (i) 80,000,000 shares of Common Stock and (ii) the Note in the principal amount of approximately $572,404, which is convertible into up to 7,155,054,750 shares of Common Stock, assuming conversion at the alternate conversion price of the Note as of June 30, 2026, 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 169,341,400 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 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.
(b)	Percent of class: (A) 3i: 9.99 % (B) 3i Management: 9.99 % (C) Mr. Tarlow: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (A) 3i: 0.00 (B) 3i Management: 0.00 (C) Mr. Tarlow: 0.00
	(ii) Shared power to vote or to direct the vote: (A) 3i: 169,341,400.00 (B) 3i Management: 169,341,400.00 (C) Mr. Tarlow: 169,341,400.00
	(iii) Sole power to dispose or to direct the disposition of: (A) 3i: 0.00 (B) 3i Management: 0.00 (C) Mr. Tarlow: 0.00
	(iv) Shared power to dispose or to direct the disposition of: (A) 3i: 169,341,400.00 (B) 3i Management: 169,341,400.00 (C) Mr. Tarlow: 169,341,400.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	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/ Maier Joshua Tarlow
Name/Title:	Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
Date:	08/14/2026

3i Management LLC

Signature:	/s/ Maier Joshua Tarlow
Name/Title:	Maier Joshua Tarlow, Manager
Date:	08/14/2026

Maier Joshua Tarlow

Signature:	/s/ Maier Joshua Tarlow
Name/Title:	Maier Joshua Tarlow
Date:	08/14/2026

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).