SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
CNBX
Pharmaceuticals Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
13764M209
(CUSIP
Number)
September
30, 2024
(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)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 13764M209 |
|
13G |
|
Page 2
of 9 Pages |
| |
|
| 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, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
3,340,428
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
3,340,428
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,340,428
(1)
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
(1)
|
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
(1)
As more fully described in Item 4 of this Amendment No. 2 to Schedule 13G (the “Amendment No. 2”), such shares and
percentage are based on 31,111,352 shares of common stock, par value $0.0001 per share, of the issuer (the “Common Stock”)
outstanding, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the fiscal period ended May 31, 2024, filed
with the U.S. Securities and Exchange Commission on July 15, 2024 (the “Form 10-Q”), and do not give effect to all
of the shares of Common Stock issuable upon full conversion of a senior secured convertible note (the “Note”) directly
held by the reporting person, which conversion is subject to a 9.99% beneficial ownership limitation provision.
| CUSIP No. 13764M209 |
|
13G |
|
Page 3
of 9 Pages |
| |
|
| 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, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
3,340,428
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
3,340,428
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,340,428
(1)
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
(1)
|
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
(1)
As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 31,111,352 shares of Common
Stock outstanding, as disclosed in the Form 10-Q, and do not give full effect to all of the shares of Common Stock issuable upon
full conversion of the Note indirectly held by the reporting person, which conversion is subject to a 9.99% beneficial ownership
limitation provision.
| CUSIP No. 13764M209 |
|
13G |
|
Page 4
of 9 Pages |
| |
|
| 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 |
| 6. |
SHARED
VOTING POWER
3,340,428
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
3,340,428
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,340,428
(1)
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
(1)
|
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1)
As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 31,111,352 shares of Common
Stock outstanding, as disclosed in the Form 10-Q, and do not give effect to all of the shares of Common Stock issuable upon full
conversion of the Note indirectly held by the reporting person, which conversion is subject to a 9.99% beneficial ownership limitation
provision.
| CUSIP No. 13764M209 |
|
13G |
|
Page 5
of 9 Pages |
This
Amendment No. 2 to Statement on Schedule 13G (this “Amendment No. 2”) amends and supplements the Amendment No. 1 to
Statement on Schedule 13G filed by the reporting persons with the U.S. Securities and Exchange Commission (“SEC”)
on February 13, 2024 (the “Amendment No. 1”), which amended and supplemented the Statement on Schedule 13G filed by
the reporting persons with the SEC on March 6, 2023 (together with Amendment No. 1, the “Schedule 13G”). The purpose
of this Amendment No. 2 is to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G.
Item
1(a). Name of Issuer:
CNBX
Pharmaceuticals Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices:
The
Issuer’s principal executive offices are located at #3 Bethesda Metro Center, Suite 700, Bethesda, MD 20814.
Item
2(a). Names of Persons Filing:
| This Amendment is filed by: |
| |
|
| |
(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 Schedule 13G, pursuant
to which they have agreed to file the Schedule 13G, this Amendment No. 2 and all subsequent amendments jointly in accordance with
the provisions of Rule 13d-1(k) of the Act.
The
filing of this Amendment No. 2 should not be construed in and of itself as an admission by any Reporting Person as to beneficial
ownership of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
Item
2(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.
Item
2(d). Title of Class of Securities:
The
title of the class of securities to which this Amendment No. 2 and the Schedule 13G relate is the Issuer’s common stock,
par value $0.0001 per share.
Item
2(e). CUSIP Number: 13764M209
| CUSIP No. 13764M209 |
|
13G |
|
Page 6
of 9 Pages |
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:
Not
applicable.
Item
4. Ownership.
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. 2 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported
are based on (i) 31,111,352 shares of Common Stock outstanding, as disclosed in the issuer’s Quarterly Report on Form 10-Q
for the fiscal period ended May 31, 2024, filed with the SEC on July 15, 2024, and (ii) a senior secured convertible note held
by 3i in the principal amount of $879,985 (the “Note”), which conversion is subject to a 9.99% beneficial ownership
limitation provision.
3i
holds (i) 1,014,059 shares of Common Stock and (ii) the Note convertible for up to 2,326,369 shares of Common Stock, assuming
conversion at the alternate conversion price of the Note, which is subject to a 9.99% beneficial ownership limitation provision,
which prohibits the holder thereof from exercising the Note for shares of Common Stock if, as a result of such exercise, such
holder, together with its affiliates and any persons acting as a group together with such holder or any such affiliates, would
beneficially own more than 9.99% of the total number of shares Common Stock then issued and outstanding immediately after giving
effect to such exercise.
Consequently,
3i is the beneficial owner of 3,340,428 shares of Common Stock (the “Shares”). 3i 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.
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five 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.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
See
Exhibit 1 filed with the Schedule 13G.
Item
9. Notice of Dissolution of Group.
Not
applicable.
| CUSIP No. 13764M209 |
|
13G |
|
Page 7
of 9 Pages |
Item
10. Certification.
By
signing below each of the Reporting Persons certify that, to the best of each of their 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.
| CUSIP No. 13764M209 |
|
13G |
|
Page 8
of 9 Pages |
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.
| Date: November 14, 2024 |
3i, LP |
| |
|
|
| |
By: |
3i Management LLC, |
| |
|
its General Partner |
| |
|
|
| |
By: |
/s/ Maier
J. Tarlow |
| |
|
Name: Maier J. Tarlow |
| |
|
Title: Manager |
| |
|
|
| |
3i Management LLC |
| |
|
|
| |
By: |
/s/ Maier
J. Tarlow |
| |
|
Name: Maier J. Tarlow |
| |
|
Title: Manager |
| |
|
|
| |
/s/
Maier J. Tarlow |
| |
Maier J. Tarlow |
| CUSIP No. 13764M209 |
|
13G |
|
Page 9
of 9 Pages |
LIST
OF EXHIBITS
CNBX Pharmaceuticals (PK) (USOTC:CNBX)
Historical Stock Chart
From Nov 2024 to Dec 2024
CNBX Pharmaceuticals (PK) (USOTC:CNBX)
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From Dec 2023 to Dec 2024
