Cover
Cover - shares | 9 Months Ended | |
May 31, 2023 | Jul. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | May 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 000-52403 | |
Entity Registrant Name | CNBX PHARMACEUTICALS INC. | |
Entity Central Index Key | 0001343009 | |
Entity Tax Identification Number | 46-5644005 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | #3 Bethesda Metro Center | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | (877) | |
Local Phone Number | 424-2429 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,033,732 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | May 31, 2023 | Aug. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 44,151 | $ 117,515 |
Prepaid expenses and other receivables | 304,645 | 80,772 |
Total current assets | 348,796 | 198,287 |
Available for sale Investment | 0 | 176,087 |
Equipment, net | 313,223 | 436,792 |
Total assets | 662,019 | 811,166 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,015,240 | 461,128 |
Convertible loan | 1,332,577 | 1,758,702 |
Due to a related party | 223,645 | 223,645 |
Total current liabilities | 2,571,462 | 2,443,475 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value, 100,000,000 shares authorized, no shares issued and outstanding. | 0 | 0 |
Common stock, $0.0001 par value, 900,000,000 shares authorized, 16,033,732 shares issued and outstanding at May 31, 2023 and 1,257,927 shares issued and outstanding at August 31, 2022. | 1,603 | 124 |
Additional paid-in capital | 18,646,026 | 18,031,869 |
Issuance of warrants | 3,459,510 | 3,459,510 |
Other comprehensive loss | (330,933) | (2,574,846) |
Accumulated deficit | (23,685,648) | (20,548,968) |
Total stockholders' equity | (1,909,442) | (1,632,311) |
Total liabilities and stockholders' equity | $ 662,019 | $ 811,166 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | May 31, 2023 | Aug. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 |
Common Stock, Shares, Issued | 16,033,732 | 1,257,927 |
Common Stock, Shares, Outstanding | 16,033,732 | 1,257,927 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 310,165 | $ 0 | $ 310,165 | $ 0 |
Operating expenses: | ||||
Research and development expense | 263,115 | 249,061 | 338,330 | 1,019,682 |
General and administrative expenses | 220,132 | 385,945 | 741,716 | 1,455,935 |
Total operating expenses | 483,247 | 635,006 | 1,080,046 | 2,475,617 |
Loss from operations | (173,082) | (635,006) | (769,881) | (2,475,617) |
Other income | ||||
Capital Loss | 0 | 0 | (2,395,298) | 0 |
Financial Income (Loss) | 18,392 | (46,646) | 28,499 | (767,926) |
Net loss | (154,690) | (681,652) | (3,136,680) | (3,243,543) |
Profit (loss) from available for sale assets | 0 | 42,261 | (59,870) | (605,740) |
Total comprehensive (income) loss | $ (154,690) | $ (639,392) | $ (3,196,550) | $ (3,849,283) |
Net loss per share - basic | $ (0.02) | $ (0.05) | $ (0.78) | $ (2.65) |
Net loss per share - diluted | $ (0.02) | $ (0.05) | $ (0.78) | $ (2.65) |
Weighted average number of shares outstanding - Basic | 9,265,865 | 1,238,826 | 4,030,048 | 1,221,478 |
Weighted average number of shares outstanding - Diluted | 9,265,865 | 1,238,826 | 4,030,048 | 1,221,478 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Warrants [Member] | AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Aug. 31, 2021 | $ 122 | $ 17,077,715 | $ 3,459,510 | $ (1,905,715) | $ (16,825,718) | $ 1,805,914 |
Beginning balance, shares at Aug. 31, 2021 | 1,218,799 | |||||
Exercise of CLA to shares | $ 2 | 225,287 | 225,289 | |||
Beginning balance, shares | 20,027 | |||||
Share based payment | 635,587 | 635,587 | ||||
Net Loss | (3,243,543) | (3,243,543) | ||||
Other comprehensive gain | (605,740) | (605,740) | ||||
Ending balance, value at May. 31, 2022 | $ 124 | 17,938,589 | 3,459,510 | (2,511,455) | (20,069,261) | (1,182,493) |
Beginning balance, shares at May. 31, 2022 | 1,238,826 | |||||
Beginning balance, value at Feb. 28, 2022 | $ 124 | 17,833,663 | 3,459,510 | (2,553,716) | (19,387,609) | (648,028) |
Beginning balance, shares at Feb. 28, 2022 | 1,238,826 | |||||
Share based payment | 104,926 | 104,926 | ||||
Net Loss | (681,652) | (681,652) | ||||
Other comprehensive gain | 42,261 | 42,261 | ||||
Ending balance, value at May. 31, 2022 | $ 124 | 17,938,589 | 3,459,510 | (2,511,455) | (20,069,261) | (1,182,493) |
Beginning balance, shares at May. 31, 2022 | 1,238,826 | |||||
Beginning balance, value at Aug. 31, 2022 | $ 124 | 18,031,869 | 3,459,510 | (2,574,846) | (20,548,968) | (1,632,311) |
Beginning balance, shares at Aug. 31, 2022 | 1,238,659 | |||||
Exercise of CLA to shares | $ 1,479 | 468,652 | 470,131 | |||
Beginning balance, shares | 14,795,073 | |||||
Share based payment | 145,505 | 145,505 | ||||
Realization of available for sale asset | 2,243,913 | 2,243,913 | ||||
Net Loss | (3,136,680) | (3,136,680) | ||||
Ending balance, value at May. 31, 2023 | $ 1,603 | 18,646,026 | 3,459,510 | (330,933) | (23,685,648) | (1,909,442) |
Beginning balance, shares at May. 31, 2023 | 16,033,732 | |||||
Beginning balance, value at Feb. 28, 2023 | $ 222 | 18,390,628 | 3,459,510 | (330,933) | (23,530,958) | (2,011,531) |
Beginning balance, shares at Feb. 28, 2023 | 2,190,138 | |||||
Exercise of CLA to shares | $ 1,381 | 220,423 | 221,804 | |||
Beginning balance, shares | 13,843,594 | |||||
Share based payment | 34,975 | 34,975 | ||||
Net Loss | (154,690) | (154,690) | ||||
Ending balance, value at May. 31, 2023 | $ 1,603 | $ 18,646,026 | $ 3,459,510 | $ (330,933) | $ (23,685,648) | $ (1,909,442) |
Beginning balance, shares at May. 31, 2023 | 16,033,732 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Cash flows from operating activities: | ||
Net Loss | $ (3,136,680) | $ (3,243,543) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 123,569 | 151,239 |
Interest on loans | 0 | 0 |
Capital Gain | 2,395,298 | 0 |
Due to related party | 0 | 0 |
Royalties receivables valuation | 0 | 0 |
Stock issued for services | 0 | 0 |
Profit from held for trading investments | 0 | 0 |
Convertible loan valuation | 9,033 | 718,392 |
Share based payment | 145,505 | 635,587 |
Changes in operating assets and liabilities: | ||
Accounts Receivable and pre paid expenses | (223,873) | 66,560 |
Accounts payable and accrued liabilities | 554,110 | 142,083 |
Net cash used in operating activities | (133,038) | (1,529,682) |
Cash flows from investing activities: | ||
Proceeds from sale of available for sale investments | 24,702 | 0 |
Acquisition of equipment | 0 | (513) |
Net cash gain in investing activities | 24,702 | (513) |
Cash flows from financing activities: | ||
Convertible loan | 34,972 | 240,000 |
Net cash provided by financing activities | 34,972 | 240,000 |
Effect of exchange rate fluctuations on cash | 0 | 0 |
Net decrease in cash | (73,364) | (1,290,195) |
Cash and cash equivalents at beginning of the Period | 117,515 | 1,386,472 |
Cash and cash equivalents at end of the Period | 44,151 | 96,277 |
Significant non-cash transactions: | ||
Exercise of a Convertible loan to shares of common stock. | $ 470,131 | $ 225,287 |
Nature of Business, Presentatio
Nature of Business, Presentation and Going Concern | 9 Months Ended |
May 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Presentation and Going Concern | 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, CNBX Pharmaceuticals Inc. 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. On July 24, 2017, the Company announced its establishment of a genetics laboratory to develop diagnostic tools based on human genome, tumor genetics and specific cannabinoids. On August 20 th in-vivo On February 13 th On May 10, 2022, the Company filed a certificate of change (the “Certificate”) with the Secretary of State of the State of Nevada. Pursuant to the Certificate, the Company effectuated a one-for-one hundred twenty (1:120) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock. 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, 2022 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 30 th Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries GRIN Ultra and Digestix Bioscience Inc. 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 $ 3,136,680 23,685,648 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. Research and development costs charged to expense were $ 338,330 1,019,682 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 2 – Related Party Transactions During the nine months ending May 31st, 2023, the Company paid $ 7,000 264,061 During the nine months ending May 31st, 2023 the Company accrued $ 334,658 115,039 As of May 31, 2023, the Company had a balance outstanding payable to two directors: Gabriel Yariv and Eyal Barad in the total of $ 449,697 The Company had a balance outstanding at May 31st, 2023 and at May 31, 2022 of $ 223,645 During the nine months ending May 31, 2023, the Company recorded a non-cash expense of $ 145,505 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
May 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 3 – Stockholders’ Equity (Deficit) Authorized Shares The Company is authorized to issue up to 900,000,000 0.0001 100,000,000 For the period ending at May 31, 2023, the company issued 14,795,073 470,131 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 – Commitments and Contingencies We currently rent our laboratory located in Rehovot, Israel, for a monthly fee of $ 6,500 As security for its obligation under credit cards, the Company’s subsidiary provided a bank guarantee in the amount of shekels $ 5,700 |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 5 – Subsequent Events On June 1, 2023, the company issued 1,000, 000 shares as a result of a convertible of a loan at the total of $11,491. |
Nature of Business, Presentat_2
Nature of Business, Presentation and Going Concern (Policies) | 9 Months Ended |
May 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 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, CNBX Pharmaceuticals Inc. 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. On July 24, 2017, the Company announced its establishment of a genetics laboratory to develop diagnostic tools based on human genome, tumor genetics and specific cannabinoids. On August 20 th in-vivo On February 13 th On May 10, 2022, the Company filed a certificate of change (the “Certificate”) with the Secretary of State of the State of Nevada. Pursuant to the Certificate, the Company effectuated a one-for-one hundred twenty (1:120) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock. |
Basis of Presentation | 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, 2022 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 30 th |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries GRIN Ultra and Digestix Bioscience Inc. All significant inter-company balances and transactions have been eliminated in consolidation. |
Going Concern | 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 $ 3,136,680 23,685,648 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 | 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. Research and development costs charged to expense were $ 338,330 1,019,682 |
Reclassifications | 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. |
Nature of Business, Presentat_3
Nature of Business, Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ 154,690 | $ 681,652 | $ 3,136,680 | $ 3,243,543 | |
Retained Earnings (Accumulated Deficit) | 23,685,648 | 23,685,648 | $ 20,548,968 | ||
Research and Development Expense | $ 263,115 | $ 249,061 | $ 338,330 | $ 1,019,682 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
May 31, 2023 | May 31, 2022 | Aug. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Accounts Payable and Accrued Liabilities, Current | $ 1,015,240 | $ 461,128 | |
Yariv And Barad [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Payable and Accrued Liabilities, Current | 449,697 | ||
Cannabics [Member] | |||
Related Party Transaction [Line Items] | |||
[custom:DueToRelatedPartiesCurrent1-0] | 223,645 | $ 223,645 | |
Two Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | 7,000 | 264,061 | |
Accrued Salaries | 334,658 | $ 115,039 | |
Chairman Board Members And Advisor [Member] | Share Based Payment [Member] | |||
Related Party Transaction [Line Items] | |||
Other Noncash Expense | $ 145,505 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 9 Months Ended | |
May 31, 2023 | Aug. 31, 2022 | |
Equity [Abstract] | ||
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Debt Conversion, Converted Instrument, Shares Issued | 14,795,073 | |
Debt Conversion, Converted Instrument, Amount | $ 470,131 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
May 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Monthly operating lease expense | $ 6,500 |
Subsidiary [Member] | Israel, New Shekels | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Other Commitment | $ 5,700 |