Item 1. Financial Statements
CANNABICS PHARMACEUTICALS INC.
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
|
August 31,
|
|
|
|
2021
|
|
|
2021
|
|
|
|
Unaudited
|
|
|
Audited
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
786,414
|
|
|
$
|
1,386,472
|
|
Prepaid expenses and other receivables
|
|
|
178,172
|
|
|
|
204,375
|
|
Total current assets
|
|
|
964,586
|
|
|
|
1,590,847
|
|
|
|
|
|
|
|
|
|
|
Available for sale Investment
|
|
|
564,007
|
|
|
|
845,218
|
|
|
|
|
|
|
|
|
|
|
Equipment, net
|
|
|
591,586
|
|
|
|
642,896
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,120,179
|
|
|
$
|
3,078,961
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
200,449
|
|
|
$
|
177,505
|
|
Convertible loan
|
|
|
1,068,664
|
|
|
|
871,896
|
|
Due to a related party
|
|
|
223,645
|
|
|
|
223,645
|
|
Total current liabilities
|
|
|
1,492,758
|
|
|
|
1,273,046
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit):
|
|
|
|
|
|
|
|
|
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding
|
|
|
–
|
|
|
|
–
|
|
Common stock, $.0001 par value, 900,000,000 shares authorized, 148,661,247 shares issued and outstanding at November 30, 2021 And outstanding at August 31, 2021
|
|
|
14,475
|
|
|
|
14,475
|
|
Additional paid-in capital
|
|
|
17,489,100
|
|
|
|
17,063,363
|
|
Issuance of warrants
|
|
|
3,459,510
|
|
|
|
3,459,510
|
|
Other comprehensive loss
|
|
|
(2,186,926
|
)
|
|
|
(1,905,715
|
)
|
Accumulated deficit
|
|
|
(18,148,738
|
)
|
|
|
(16,825,718
|
)
|
Total stockholders' equity (deficit)
|
|
|
627,421
|
|
|
|
1,805,914
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
2,120,179
|
|
|
$
|
3,078,961
|
|
See accompanying notes to consolidated financial
statements.
CANNABICS PHARMACEUTICALS INC.
Consolidated Statements of Operations and Comprehensive
Loss
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
November 30,
|
|
|
November 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Research and development expense
|
|
$
|
440,044
|
|
|
$
|
433,730
|
|
Sales and marketing expenses
|
|
|
3,820
|
|
|
|
7,551
|
|
General and administrative expenses
|
|
|
666,485
|
|
|
|
218,451
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
1,110,349
|
|
|
|
659,732
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(1,110,349
|
)
|
|
|
(659,732
|
)
|
|
|
|
|
|
|
|
|
|
Other (Loss) Income
|
|
|
|
|
|
|
|
|
Financial (Loss) Income
|
|
|
(212,670
|
)
|
|
|
4,965
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(1,323,020
|
)
|
|
|
(654,767
|
)
|
|
|
|
|
|
|
|
|
|
Income (Loss) from available for sale assets
|
|
|
(281,211
|
)
|
|
|
113,087
|
|
Total comprehensive (income) loss
|
|
$
|
(1,604,231
|
)
|
|
$
|
(541,680
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted:
|
|
$
|
(0.01
|
)
|
|
$
|
(0.005
|
)
|
Weighted average number of shares outstanding - Basic and Diluted
|
|
|
144,727,585
|
|
|
|
131,105,839
|
|
See accompanying notes to consolidated financial
statements.
CANNABICS PHARMACEUTICALS INC.
Consolidated Statements of Stockholders' Equity
(Deficit)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional Paid In
|
|
|
|
|
|
Other Comprehensive
|
|
|
Accumulated
|
|
|
Total Stockholders’ Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Warrants
|
|
|
Gain
|
|
|
Deficit
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, August 31, 2021
|
|
|
144,747,584
|
|
|
$
|
14,475
|
|
|
$
|
17,063,363
|
|
|
$
|
3,459,510
|
|
|
$
|
(1,905,715
|
)
|
|
$
|
(16,825,718
|
)
|
|
$
|
1,805,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payment
|
|
|
–
|
|
|
|
–
|
|
|
|
425,737
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
425,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(281,211
|
)
|
|
|
–
|
|
|
|
(281,211
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1,323,020
|
)
|
|
|
(1,323,020
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, November 30, 2021
|
|
|
144,747,584
|
|
|
$
|
14,475
|
|
|
$
|
17,489,100
|
|
|
$
|
3,459,510
|
|
|
$
|
(2,186,296
|
)
|
|
$
|
(18,148,738
|
)
|
|
$
|
627,421
|
|
|
|
Common Stock
|
|
|
Additional Paid In
|
|
|
|
|
|
Other Comprehensive
|
|
|
Accumulated
|
|
|
Total Stockholders’ Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Warrants
|
|
|
Gain
|
|
|
Deficit
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, August 31, 2020
|
|
|
135,080,441
|
|
|
$
|
13,508
|
|
|
$
|
15,372,311
|
|
|
$
|
2,784,387
|
|
|
$
|
(2,774,411
|
)
|
|
$
|
(13,631,271
|
)
|
|
$
|
1,764,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for services.
|
|
|
157,143
|
|
|
|
16
|
|
|
|
32,984
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
33,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
113,087
|
|
|
|
–
|
|
|
|
113,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(654,767
|
)
|
|
|
(654,767
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, November 30, 2020
|
|
|
135,237,584
|
|
|
$
|
13,524
|
|
|
$
|
15,405,295
|
|
|
$
|
2,784,387
|
|
|
$
|
(2,661,324
|
)
|
|
$
|
(14,286,038
|
)
|
|
$
|
1,255,844
|
|
The accompanying notes are an integral part of
the financial statements.
CANNABICS PHARMACEUTICALS INC.
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
November 30,
|
|
|
November 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
Unaudited
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(1,323,020
|
)
|
|
$
|
(654,767
|
)
|
Adjustments required to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
51,823
|
|
|
|
57,505
|
|
Royalties receivables valuation
|
|
|
–
|
|
|
|
–
|
|
Stock issued for services
|
|
|
–
|
|
|
|
33,000
|
|
Profit from held for trading investments
|
|
|
–
|
|
|
|
–
|
|
Convertible loan valuation
|
|
|
–
|
|
|
|
–
|
|
Share based payment
|
|
|
425,737
|
|
|
|
–
|
|
Changes in operating assets and liabilities:
|
|
|
196,768
|
|
|
|
–
|
|
Decrease (increase) Accounts Receivable and prepaid expenses
|
|
|
26,203
|
|
|
|
(16,275
|
)
|
Increase (decrease) Accounts payable and accrued liabilities
|
|
|
22,944
|
|
|
|
(12,100
|
)
|
Net cash used in operating activities
|
|
|
(599,545
|
)
|
|
|
(592,637
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Realization of Held for trading Investments
|
|
|
–
|
|
|
|
–
|
|
Acquisition of equipment
|
|
|
(513
|
)
|
|
|
(943
|
)
|
Net cash used in investing activities
|
|
|
(513
|
)
|
|
|
(943
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (Decrease) in cash
|
|
|
(600,058
|
)
|
|
|
(593,580
|
)
|
Cash and cash equivalents at beginning of the Period
|
|
|
1,386,472
|
|
|
|
777,611
|
|
Cash and cash equivalents at end of the Period
|
|
$
|
786,414
|
|
|
$
|
184,031
|
|
See accompanying notes to consolidated financial
statements.
CANNABICS PHARMACEUTICALS INC.
Notes to Consolidated Financial Statements
(unaudited)
Note 1– Nature of Business, Presentation and Going Concern
Organization
Cannabics 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 680,200 shares and 5,000,000 preferred shares.
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,
Cannabics 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 Cannabics 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 CANNABICS PHARMACEUTICALS INC., with the
new Ticker Symbol of “CNBX”. Said approval was predicated upon Cannabics 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, Cannabics
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 Cannabics 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 20th, 2020, the Company
announced the creation of a new division for its anti-tumor drug candidate RCC-33, for the treatment of colorectal cancer. This is
the result of the Company’s focus on a clinical validation path, including in-vivo experiments,
collaborations with key medical centers, and the preparation of a product dossier with which the company plans to schedule a Pre
IND-Meeting with the US FDA.
On October 18th, 2021, the Company
filed 2 new provisional patent applications on compositions and methods for treating cancer, including colorectal cancer and early intervention
therapy for colorectal cancer patients.
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, 2021 annual financial statements included in our Form 10-K, filed with the U.S. Securities and
Exchange Commission (“SEC”) on November 29th, 2021.
Principles of Consolidation
The consolidated financial statements include
the accounts of the Company and GRIN. 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. The Company has incurred a net loss of $1,323,020 for the three months ended November 30, 2021; and has incurred cumulative
losses since inception of $18,148,738. These conditions raise substantial doubt about the ability of the Company to continue as a going
concern.
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
$440,044 and $433,730 for the three months ended November 30, 2021 and 2020, respectively.
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.
Note 2 – Related Party Transactions
During the three months ending November 30, 2021,
the Company paid $125,815 in salaries, including socials benefits, to two directors, compared to $105,000 for the three months ending
November 30, 2020.
The Company had a balance outstanding at November
30, 2021 and at November 30, 2020 of $223,645 payable to Cannabics, Inc. The advance is due on demand and bears no interest.
Note 3 – Stockholders’ Equity (Deficit)
Authorized Shares
The Company is authorized to issue up to 900,000,000
shares of common stock, par value $0.0001 per share. Each outstanding share of common stock entitles the holder to one vote per share
on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive
rights.
On November 1st, 2021, the Company
issued 4,500,000 options to board members and an advisor.
|
a.
|
2,000,000
options to purchase 2,000,000 ordinary shares of the company at an exercise price of $0.0001 per share to board members and advisor.
The vesting period is one year on a quarterly basis.
|
|
b.
|
2,500,000
options to purchase 2,500,000 ordinary shares of the company at an exercise price of $0.0001 per share to the company’s chairman,
which vested immediately November 11th, 2021, the date of the grant.
|
The fair
value of the Company’s share options granted to directors and service providers for the three months ended November 2021 was estimated
using the Black-Scholes model using the following assumptions:
Schedule of Stock Options Assumptions
|
|
|
Dividend yield (%)
|
|
–
|
Expected volatility of the share prices (%)
|
|
111%
|
Risk-free interest rate (%)
|
|
0.14
|
Expected life of share options (years)
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1
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Share price
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0.14
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Note 4 – Commitments and Contingencies
We lease the property of our corporate office
in Tel Aviv, the monthly lease is $3,500-, our current lease expires March 31st, 2022. The management intend to execute a lease
agreement by that time for an additional year.
We lease the property of our laboratory in Rehovot, Israel, the monthly
lease is $6,500 per month. Our current lease terminates at the end of February 2024, though we have a two additional one year option,
which management intends to execute prior to that time.
On March 8th, 2020, the Company joined
Cannabics Inc., our largest shareholder and affiliate in a suit against Seach Sarid Ltd., Seach Medical Group Ltd. and Shay Sarid in
Tel Aviv, Israel. This suit was brought by the Company as it believes the defendants pursued certain business arrangements which rightfully
inured to the Company. Said litigation is ongoing and currently in arbitration. The Company shall vigorously protect and pursue what
it believes to be the rights of the Company and its shareholders.
Note 5 – Major events during the period.
On September 3rd, 2021 the Board appointed
fellow Director Gabriel Yariv as Executive Chairman of the Board, as noted in our 8K of September 13th, 2021.
On October 3, 2021, the Board ratified the
board resolution from 4th February, 2019, to create an ESOP program for the company employees encompassing 6% of the
Company’s shares. The company shall hereby allocate 6% of its shares, equating to 11,000,000
common shares for the exclusive use of our employees under an ESOP program. (please see Note 3 – Stockholders’ Equity
(Deficit) for more information).
On October 18th, 2021, the Company
filed two new provisional patent applications on “Compositions and Methods for Treating Cancer”
On October 25th, 2021, the Company
announced that Dr. Yonina Tova, internationally recognized radiation Oncologist, joined the Company’s Board of Advisors.
On November 4th, 2021, the Company
announced that it selected Purisys to support its planned IND filings and Phase I/II (a) clinical trials. Purisys is a leading API manufacturer
for GMP grade APIs required for the manufacturing of the Company’s RCC-33.
On November 16th, 2021, the Board increased
its size to five members, appointing Mr. Shaul Yemal to the Board as an independent Director & member of the Audit Committee, as noted
in our 8-K filed November 19th, 2021.
Note 6 – Subsequent events.
On December 12th, 2021, the Board
nominated Independent Director Gil Feiler to its Audit Committee, bringing its number to three.
On January 12, 2022 the company holding in Sativus
Tech Corp (formerly known as Seedo corp) was $158,478.
The Company has evaluated subsequent events through
the date the financial statements were issued and filed with the SEC and has determined that there are no other such events that warrant
disclosure or recognition in the financial statements.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
Our Business:
We are a pre-clinical-stage, platform technology
biopharmaceutical company which has developed proprietary innovative medicines in areas of significant unmet medical needs in oncology,
with a current focus on colorectal cancer ("CRC"). Our drug candidate under development for colon cancer is RCC-33, a first-in-class
therapy being developed primarily in two settings: one to reduce tumor cell activity in colon cancer patients as a standalone in neoadjuvant
treatment or "window of opportunity" at the time after colonoscopy, prior to cancer staging; and another for patients with refractory
to therapy and adjuvant to surgery also at the time after colonoscopy. The Company hopes to start first in human Phase I/II clinical
trials in 2023. Neoadjuvant treatment is the administration of a therapy before the surgical treatment to improve patient outcome, and
our business strategy is to advance our programs through clinical studies including with partners, and to opportunistically add programs
in areas of high unmet medical needs through acquisition, collaboration, or internal development.
General
We are an early-stage pharmaceutical company primarily
focused on the development of novel oncological therapies. We are currently preparing to launch our first in human Phase I/II (a) clinical
study in 2023, for the evaluation of our lead drug candidate RCC-33 for the treatment of colorectal cancer. Our activities are centered
around our biological laboratory facilities located in Rehovot Israel, where our scientific team leads our research and development efforts.
Our core activities consist of:
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Drug Discovery: development of novel molecular formulations and drug candidates;
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Intellectual Property: filing of corresponding IP to protect our products; and
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Regulatory Affairs: initiation of the regulatory pathway for each drug candidate in our development pipeline
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Our current business model is to undertake an
FDA regulatory pathway for each of the new drug candidates under IND (Investigational New Drug) classification and complete a successful
Phase I/II(a) clinical study (toxicity and proof of concept in humans). In reaching this milestone, where an initial feasibility in humans
was demonstrated, the company will have gained several commercial opportunities for capitalizing on each such product candidate, including
entering into commercial agreements with larger pharma corporations. Accordingly, we do not engage in any commercial manufacturing, distribution,
or sales of products, nor is it foreseeable to expect that we will in the near future.
Development pipeline
RCC-33: colorectal cancer treatment
drug candidate:
Our flagship product under development, RCC-33,
is an antitumor drug candidate for the treatment of colorectal cancer, which is the 3rd most diagnosed and 2nd most
lethal of all cancers, with approximately 2 million new cases being diagnosed annually worldwide and a current market estimated at $12
billion, and which is expected to reach $17 billion by 2027.
The RCC-33 proprietary formula consists of a specific
synthetic cannabinoid molecular composition that has demonstrated the potential to reduce colorectal cancer tumor volume by over 30% in
repeated in-vivo studies performed.
Overview
Cancer
and Cannabinoids
Cancer is a general term used to describe
a group of more than 100 related diseases characterized by uncontrolled growth and spread of abnormal cells, leading to the development
of a mass commonly known as a tumor, followed by invasion of the surrounding tissues and subsequent spread, or metastasis, to other parts
of the body. Despite enormous investment in research and the introduction of new treatments, cancer remains a critical area of unmet medical
need. According to the World Health Organization, cancer is the second leading cause of mortality worldwide, responsible for an estimated
9.6 million deaths in 2018. As of January 1, 2019, there were more than 16.9 million people with a history of cancer living in the United
States, with 1.8 million new cases and 606,520 cancer deaths expected in 2020 (Source: American Cancer Society. Cancer Facts &
Figures 2020).
Over the past decade, there has been
growing interest in the therapeutic value of cannabinoid compounds in oncology. Cannabis has long been suggested as a well-tolerated,
safe, and effective option to help patients cope with cancer related symptoms by reducing nausea and vomiting, alleviating cancer pain,
stimulating appetite, and improving quality of life. Beyond their palliative benefits, however, cannabinoids have also been receiving
increased attention for their anti-cancer potential, which we believe may one day revolutionize cancer therapy.
Cannabinoids are a diverse class of chemical
compounds that occur naturally within cannabis plants and are pharmacologically similar to cannabinoids produced by the human body, known
as endocannabinoids. Endocannabinoids form part of the human endocannabinoid system (“ECS”), a complex biological network
that also includes cannabinoid receptors and enzymes involved in cannabinoid formation, transport, and degradation. The ECS is regarded
as an important endogenous system implicated in regulation of the most vital biological processes to maintain homeostasis, assisting
the body to remain stable and balanced despite external, or environmental, fluctuations (Source: Current Pharmaceutical Design, 2016;22(12):1756-1766).
Dysregulation of the ECS owing to variation
in the expression and function of cannabinoid receptors or enzymes or the concentration of endocannabinoids has been associated with several
diseases, including cancer (Source: International Journal of Molecular Sciences, 2020;21(3):747). Indeed, the mechanisms involved
in the regulation of the ECS as well as the processes that it regulates include practically every pathway important in cancer biology.
Expression of the ECS is altered in numerous types of tumors, compared to healthy tissue, and this aberrant expression has been related
to cancer prognosis and disease outcome, depending on the origin of the cancer (Source: British Journal of Pharmacology, 2018;175(13):2566-2580).
Recent studies suggest that endocannabinoids contribute to maintaining balance in cell proliferation and that targeting the ECS can affect
cancer growth (Source: Canadian Urological Association Journal, 2017;11(3-4):E138-E142).
Cannabinoids can interact with the
cannabinoid receptors in the ECS, sometimes with a higher affinity than endocannabinoids. As a consequence, all the processes regulated
by endocannabinoids are susceptible to interference by cannabinoids. The ability to use cannabinoids to modulate the ECS encompasses several
attractive pharmacotherapeutic targets for systemic anti-cancer treatment and has sparked considerable research examining cannabinoid
action on cancer cells (Source: Pharmacological Reviews, 2006;58(3):389-462).
Cannabinoids have demonstrated selective
anti-tumor properties in preclinical studies, exerting anti-proliferative, proapoptotic, anti-angiogenic, and anti-metastatic and anti-inflammatory
effects depending on tumor type and specific setting (Source: Cancer Medicine, 2018:7(3):765-775). These effects appear to be more
pronounced when cannabinoids are used together versus being administered separately, a mechanism known as the entourage effect.
We believe, therefore, that cannabinoid combinations may hold promise for an improved anti-proliferative strategy for cancer management.
In addition to their potential role
as anti-cancer agents, cannabinoids have been observed to act synergistically with some conventional antineoplastic drugs, such as chemotherapeutic
agents, enhancing their effectiveness (Source: Cancer Medicine, 2018;7(3)765-775). This raises the potential for combinational
therapies that may increase the range of chemotherapeutic options available to patients and enable targeting of tumor progression at different
levels while also permitting dosages of cytotoxic drugs to be dramatically reduced without compromising efficacy.
Figure 1: Synergistic
effects of cannabis extracts and chemotherapies on cancer biopsy after treatment with the same extract and three different chemotherapy
combinations
As of the date of this filing, we are
not aware of any cannabinoid-based therapies approved for the treatment of cancer.
Our lead product candidate is RCC-33, which we
are developing as a treatment for CRC. RCC-33 is an oral capsule containing a proprietary formulation of cannabinoids that have demonstrated
synergistic efficacy in reducing the viability of human colon cancer cell lines in preclinical studies.
Colorectal Cancer
CRC is one of the more common forms of cancer
worldwide, representing a significant challenge to the global healthcare system. According to the World Health Organization, CRC is the
third most diagnosed cancer in the world and the second-leading cause of cancer-related mortality. In the United States, there were approximately
1,348,087 people living with CRC in 2017 (Source: National Cancer Institute. “Cancer Stat Facts: Colorectal Cancer”).
It is estimated that 147,950 Americans will be diagnosed with CRC in 2020, representing 8.2% of all new cancer cases, and 53,200 Americans
will die from the disease (Source: American Cancer Society. “Cancer Facts & Figures 2020”).
Most CRCs begin as a noncancerous growth called
a polyp that develops on the inner lining of the colon or rectum. The most common kind of polyp is called an adenomatous polyp or adenoma.
According to the American Cancer Society, an estimated one-third to one-half of all individuals will eventually develop one or more adenomas.
Although all adenomas have the capacity to become cancerous, fewer than 10% are estimated to progress to invasive cancer. The likelihood
that an adenoma will evolve into cancer increases as it becomes larger or when it acquires certain histopathological characteristics.
Adenomas that become cancerous, called adenocarcinomas, comprise nearly 96% of all CRCs (Source: American Cancer Society. “Colorectal
Cancer Facts & Figures 2017-2019”). Adenocarcinomas may grow into blood vessels or lymph vessels, increasing the chance
of metastasis to other anatomical sites.
CRC usually develops slowly, over a period of
10 to 20 years. The complex sequence of events occurring during initiation, development and propagation of adenocarcinomas is likely the
result of a lifelong accumulation of mutations caused by both genetic and environmental factors known as the adenoma to carcinoma sequence.
While the specific cause of any particular case of CRC is often unknown, more than one-half of all cases and deaths are attributable to
lifestyle and environmental factors, such as smoking, unhealthy diet, high alcohol consumption, physical inactivity, and excess body weight
(Source: American Cancer Society. “Cancer Facts & Figures 2020”).
CRC does not usually cause symptoms until the
disease is advanced, therefore early detection of adenomas by screening is vital. If not treated or removed, an adenoma can become a potentially
life-threatening cancer.
Current Standard of Care
Treatment options for CRC patients depend on several
factors, including the type and stage of cancer, possible side effects, and the patient’s preferences and overall health. Surgical
removal of the tumor is the most common form of treatment, particularly in the early stages of malignancy. Patients with more advanced
stages of CRC may be given adjuvant chemotherapy to kill any cancer cells remaining after surgery, though standard chemotherapy is associated
with severe side effects and provides marginal benefit to the majority of patients. While radiation therapy is often used to treat rectal
cancer, it is not generally recommended for colon cancer patients except in the later stages of the disease (Source: American Cancer
Society. “Treating Colorectal Cancer”).
CRC is a heterogeneous disease with distinct clinical,
molecular, and pathophysiological characteristics. As a result, the response to treatment is variable between patients, even when they
are diagnosed at the same clinical stage. Such heterogeneity remains an obstacle to the optimization of treatment for each individual.
Researchers are continuing to investigate new treatment options, such as immunotherapy and targeted therapy, that focus upon the genes,
proteins, and other factors in a particular tumor (Source: American Cancer Society. “Advances in Colorectal Research”).
Immunotherapy uses the body’s own immune
system to kill cancer cells. There are already several FDA-approved immunotherapy options for CRC, such as pembrolizumab (Keytruda®),
nivolumab (Opdivo®), and ipilimumab (Yervoy®). Many immunotherapies that have shown promise in addressing other types of cancer
are also being tested for CRC. While immunotherapy has had some encouraging results, significant limitations remain. Its efficacy is often
unpredictable, and the treatment can lead to the body becoming resistant or result in off-target toxicities where the body’s immune
system attacks healthy tissue. Immunotherapy may take longer than other protocols and it is substantially more expensive than classical
treatments (Source: Pharmacy & Therapeutics, 2017;42(8):514-521).
Targeted therapy uses drugs to target specific
molecules inside cancer cells or on their surface to slow the growth of cancer, destroy cancer cells, and relieve cancer symptoms. There
are different types of targeted therapy drugs, each working differently depending on what molecule the drug is targeting. A treatment
is chosen based on the types of molecules expressed on the patient’s tumor cells, which allows doctors to tailor cancer treatment
for each person. Several targeted therapy drugs, such as bevacizumab (Avasin®) and cetuximab (Erbitux®), are already used to treat
advanced CRC. Despite showing clinical promise, targeted therapy has challenges, such as tumor heterogeneity, off-target toxicity, and
acquired resistance (Source: Medical Research Journal, 2019;4(2):99-105). The lack of biomarkers by which to identify patients
having a high probability of response is also a particularly significant obstacle. As with immunotherapy, the cost of targeted therapy
is substantially higher than classical treatments.
We believe that there is no “magic bullet”
to cure cancer and that a personalized combination of cancer treatments may be the best course for long term survival benefits in each
case. To that end, the development of more prevention strategies and novel agents will be essential.
Cannabinoids and Colorectal Cancer
One area of increasing interest in the treatment
of CRC lies in the development and use of cannabinoid therapeutics. The ECS is regarded as an important regulatory system in the gastrointestinal
tract, being involved in several important functions such as motility, secretion, sensation, inflammation, and carcinogenesis. Recent
studies advocate that the ECS plays a critical role in the development of CRC and should therefore be considered as an appropriate target
for CRC inhibition (Source: Frontiers in Pharmacology, 2016;7:361). The expression of ECS components in CRC has been found to be
increased and associated with poorer prognosis and advanced stages of disease (Source: Cannabis and Cannabinoid Research, 2018, 3(1):272-281).
For example, cannabinoid receptors have been found to be overexpressed in tumor cells of the colon and this up-regulation has been postulated
to be an indicator of cancer outcome (Source: British Journal of Pharmacology, 2018; 175(13): 2566-2580).
Research on the effects of cannabinoid compounds
on CRC has demonstrated an ability to reduce the viability of CRC cell lines in vitro (Source: Cancer Medicine, 2018;7(3):765-775),
while there is also convincing scientific evidence that cannabinoids are able to prevent or reduce carcinogenesis in different animal
models of colon cancer (Source: Expert Review of Gastroenterology & Hepatology, 11:10, 871-873).
We believe that cannabinoids are a promising therapeutic
agent for the treatment of CRC. We have conducted several in vitro unpublished studies using our bioinformatics platform to
confirm that cannabinoids cause necrosis in colon cancer cells. While many cannabinoids demonstrate levels of toxicity on cancer cells,
we have found that certain cannabinoid extracts and combinations show increased levels of toxicity relative to other isolated or combined
cannabinoids. These findings have spurred the development of RCC-33, our product candidate for the treatment of CRC.
Figure 2: Synergistic effects of different
cannabinoid combinations on viability of a colon cancer cell line.
RCC-33
We are developing RCC-33 as an oral capsule containing
high concentrations of the cannabinoids CBDV and CBGA in a novel formulation, which we believe may be effective in the treatment of adenocarcinomas
of the colon. The cannabinoids in RCC-33 have demonstrated complex synergistic anti-tumor effects in combination, with no psychoactive
effect. In our preclinical in vitro studies evaluating the influence of 15 different cannabinoids on human colon cancer cell
lines (RKO, HCT116), alone and in combination, RCC-33 demonstrated clear efficacy in reducing the viability of colon cancer cells versus
alternative cannabinoid combinations.
Figure 3:
Development Plan
We are currently in the early planning stage of
a clinical development pathway for RCC-33. We plan to conduct further preclinical studies to establish the safety and efficacy of RCC-33
before proceeding with first-in-human clinical testing.
Preclinical Studies
We plan to conduct non-clinical safety studies
following Good Laboratory Practice (GLP) to evaluate the systemic and local toxicity of escalating doses of RCC-33 and establish dosing
parameters. The results of these preclinical studies, which are expected in the second quarter of 2022, will guide our planned Phase I/II(a)
clinical trial. The non-clinical requirements to support the development program will be verified with the FDA at a pre-IND meeting. Such
studies may include repeated dose toxicity studies, male and female fertility studies, embryofetal development studies, animal abuse related
studies, pharmacokinetics studies, drug-drug interaction studies, and others.
Clinical Trials
We plan to evaluate the safety, tolerability,
and pharmacokinetic properties of RCC-33 in a Phase I/II(a) ascending dose clinical trial in CRC patients, commencing in the first quarter
2023. The clinical trial will examine the tolerability, pharmacokinetics, pharmacodynamics, and efficacy of multiple doses of RCC-33 in
CRC patients. We are currently identifying potential contract research organizations and clinical trial centers to conduct the Phase I/II(a)
human proof of concept study, which is estimated to cost $6,500,000. As of the date of this filing, however, the Company does not have
sufficient funds to complete the Phase I/II(a) study.
Subject to the results from our Phase I trials,
we plan to submit an IND to the FDA for RCC-33 with the clinical protocol for a Phase II double-blind placebo controlled clinical trial
evaluating RCC-33 in patients with CRC at various dosing levels versus placebo. The outcomes from the planned Phase II human proof of
concept trial will inform our decision regarding further steps in the clinical development of RCC-33.
Our Pipeline
In addition to RCC-33, our colorectal cancer
treatment drug candidate, the company has several other drug candidates under development, including PLP-33 for the local treatment
of Lateral Spreading, or Sessile, colorectal polyps during colonoscopy, BRST-33 for the treatment of breast cancer, MLN-33
for the treatment of Melanoma and PRST-33 for the treatment of prostate cancer. These additional drug candidates are in the early
stage of development and the company expects to complete the in-vivo research for each product by end of 2022. (see Fig. 1). Further to
that, and based on the company’s drug discovery expertise and facilities, the company has recently begun initial drug discovery
efforts for using psychedelic inspired molecules in the field of neuropsychiatric diseases, and is currently evaluating the development
of two such drug candidates Np-01 and NP-02. (see Fig. 1)
Figure 4
Product lines
currently not actively developed:
The company has several product lines that are
currently not being actively developed following company’s decision to focus its resources and attention exclusively on the development
of its FDA route drug candidates described above. The product lines not actively developed include:
Cannbics SR (alleviate) for the treatment
of cancer related anorexia-cachexia syndrome (CACS)
Cannabics SR is a lipid-based capsule
containing a standardized formulation of cannabinoids that we are developing as a product candidate for the treatment of cancer
anorexia-cachexia syndrome (“CACS”).
Cannabics CDx (evaluate) Drug Sensitivity
Test
Cannabics CDx is an ex-vivo drug sensitivity test
under development to provide healthcare providers with clinical decision support data from which they can identify, for a particular cancer
patient undergoing cannabinoid therapy, which cannabinoids or cannabinoid combinations may have the most beneficial anti-cancer effects,
and which cannabinoids may be contraindicated.
Both Cannabics SR and Cannabics CDx
are products that are still in the development phase. The company’s decision to not actively develop these products at this
time is driven primarily by the company’s decision to focus its resources and attention on the development of company’s cancer
treatment drug candidates, and the initial evaluation of potential neuropsychiatric indications as per the development pipeline outlined
in Figure 4.
Company may revisit this decision at a later stage
after launching the first in human clinical studies for the validation of its colorectal cancer treatment drug candidate RCC-33.
Market opportunity for cancer treatment drug candidates:
Neoadjuvant
therapy:
According to the National Cancer Institute, Neoadjuvant
Therapy is a "treatment given as a first step to shrink a tumor before the main treatment, which is usually surgery”.
Figure 5
Limitations:
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Mild to severe side effects
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Suppressed immune system
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Potential resistance of tumor residues to postoperative chemotherapy *
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* “nCRT increases ITGH and may result in the expansion of resistant
tumor cell populations in residual tumors”.
Frontiers in Oncology. 2019
The Effects of Neoadjuvant Chemoradiation in
Locally Advanced Rectal Cancer—The Impact in Intratumoral Heterogeneity.
Neoadjuvant therapy in rectal cancer
Neoadjuvant chemoradiotherapy has become
the standard treatment for locally advanced rectal cancer. Neoadjuvant chemoradiotherapy not only can reduce tumor size and recurrence,
but also increase the tumor resection rate and anus retention rate with very slight side effect. Comparing with preoperative chemotherapy,
preoperative chemoradiotherapy can further reduce the local recurrence rate and downstage. Middle and low rectal cancers can benefit more
from neoadjuvant chemoradiotherapy than high rectal cancer.
Figure 6
Neoadjuvant
therapy in breast cancer
In early breast cancer, surgery is the mainstay
of curative treatment. Complementary local radiotherapy and systemic - adjuvant endocrine therapy or chemotherapy treatments are associated
with the aim of reducing the risk of relapse according to the clinicopathological characteristics of the tumor. However, the possibility
of administering these therapies prior to surgery in neoadjuvant setting offers several advantages:
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reduction in tumor size to improve respectability,
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increased rate of conservative surgery improving esthetic results,
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reduction in the extent of axillary surgery,
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early treatment of micrometastatic disease
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Figure 6. Asco Guidelines for neoadjuvant therapy
in breast cancer
According to ASCO guidelines most of the patients are eligible
for neoadjuvant chemotherapy and are the end consumers of BRST-33, while the current treatment regimen negates severe side effects.
Side effects and risks of standard of care:
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nausea or vomiting
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hair loss
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nail or skin changes
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appetite loss
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weight changes
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diarrhea or constipation
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mouth sores
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fatigue
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Cannabinoid Neoadjuvant Therapy
For some time now, the FDA has promoted
clinical studies on Cannabinoids as a growing range of stakeholders has expressed interest in development of drugs that contain cannabis
and compounds found in cannabis. Recent legislative changes have also opened new opportunities for medical cannabis clinical research.
As this body of research progresses and grows, the FDA is working to support drug development in this emerging scientific arena.
RCC-33 &
BRST-33 – Potential safe drugs improving rectal and breast cancer neoadjuvant standard of care
RCC-33 & BRST-33 anticipated
advantage over standard of care:
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Non-Suppressed immune system
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potential low toxicity which is even more important in neoadjuvant treatment since patients will suffer less side effects. Since the two drug candidates are based on two natural molecules (cannabinoids) found in the Cannabis plant, the safety of the molecules in the short and long run is potentially lower. Not like in a new drug entity in which toxicity could not be predicted.
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Overcoming Potential resistance of tumor residues to postoperative chemotherapy
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Outsourced GMP
manufacturing and commercial operation
Outsourced GMP
manufacturing
Our current position is that all of our Chemistry
Manufacturing and Controls (CMC) required for the approval process of our drug candidates is to be outsourced. The RCC-33 formulation,
as well as all additional drug candidates in our pipeline, while inspired by natural molecules, could consist only of formulations made
from chemically synthesized molecules, or APIs (Active Pharmaceutical Ingredients. Our Company is not engaged in the development of any
botanical or botanically based product/s. Additionally, in view of our upcoming submission of a pre-IND meeting request with the FDA,
the Company has entered an agreement with Purisys, a supplier of GMP (Good Manufacturing Practice) grade APIs suited for Clinical Stage
Products. Purisys is a large and long-established US corporation with a long track record of working with the FDA. Accordingly, under
said agreement, Purisys will also support CNBX throughout an IND filing process, including providing all necessary and related information
concerning CMC in the form of a comprehensive technical package to be presented to the FDA. APIs supplied under said agreement will be
used by Company in Phase I/II (a) clinical studies that it is planning to launch in 2023.
Commercial
Operations
We have not established a sales, marketing, or
product distribution infrastructure. We plan to commercialize any drugs we develop through licensing arrangements and strategic partnerships
with established companies in the pharmaceutical industry having strong marketing capabilities and distribution networks. We generally
intend to advance our drug candidates through Phase I and Phase II clinical trials as appropriate in order to establish their clinical
and commercial potential before negotiating the terms of any licensing or collaboration. We believe that this approach will achieve the
fullest marketing and distribution potential of any drugs or other products that we may develop in the short term.
Core activities
Drug Discovery
Conduct all screening and pre-clinical research
at in-house state of the art laboratory facilities
Our Research and Development
We aim to treat a wide scope of cancers both as
the main treatment and as a conjugate to conventional chemotherapy. We believe a significant need remains for novel drugs for patients
who do not respond to existing therapies or for whom these therapies bear undesirable side effects. We recognize the potential therapeutic
applications of the synergistic effects of these active compounds thus building the methodology and procedures that decipher specific
ratios of active compounds in regard to their antitumor activity.
Our government licensed laboratory operates a
unique, custom designed and built research and development laboratory which combines high throughput screening, (HTS) capabilities with
the most advanced data tools allowing us to enable miniaturization and automation of a variety of biological assays. The automated system
is comprised of:
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High Content Screening (HCS) Platform, which is an automated cellular imaging and analysis platform designed for quantitative microscopy.
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Flow Cytometry, which enables multi-parametric single cell analysis.
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Automated workstation, for liquid handling for dispensing accurate and reproducible volumes of liquids and compounds.
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Multimode microplate reader, designed for fast measurements of numerous biological reactions/processes.
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Readouts generated from these instruments provide
us with insights to the effect of our cannabinoid library on parameters such as, proliferation inhibition, apoptosis induction, angiogenesis
prevention and toxicity on cancerous cells.
These experiments will produce multiplexed data
composed of images of cells, cell specific markers and the extent/signal of the biological response. The biological response will be measured
using different concentration of cannabinoids and their combinations, thus determining the most effective cannabinoid treatment for a
specific cancer type.
In Vitro Studies – Drug
Screening
We have a proprietary procedure of high throughput
screening (HTS) and high content screening (HCS) for the detection of correlations between cannabinoid ratios, dosages and anti-tumor
activity using a growing library of human cancer cell lines and creating an enlarged variety of Cannabis-based compounds. We examine the
biological activity of these compounds on tumor cell lines of distinct tissue lineage and creating a highly valuable therapeutic data.
We Screen for the most potent cannabinoid combination matrix to reveal their biological impact on a library of cancer cell lines. The
HTS technology enables us to gain this data base in a faster manner and to reveal more mechanisms of action that are related to the genetics
of the cancer. We are now in the process of merging our data with sophisticated data mining to help find meaningful insights of both treatment
and outcome.
Our core technology is a continuously evolving
bioinformatics platform that utilizes high-throughput screening technology, advanced data analytics, and proprietary methodologies to
rapidly examine the physiologic effect of multiple cannabinoid compounds on tumor cells. This technology enables us to screen thousands
of cannabinoid combinations, generating multiple datasets on the anti-tumor properties of different cannabinoid formulations and ratios.
We conduct a broad range of preclinical research on cannabinoids through our bioinformatics platform, which informs the development of
our product drug candidates.
Figure 7
We have developed a continuously evolving preclinical
bioinformatics platform that enables us to evaluate and classify the physiological impact of multiple cannabinoid compounds on various
cancer cells. Utilizing state-of-the-art high-throughput screening and flow cytometry, our platform is capable of testing thousands of
compounds, allowing us to rapidly and effectively examine their interactions with a growing library of human cancer cell lines and biopsies.
Through the large body of data generated by our platform, we are accumulating in-depth knowledge of the various therapeutic effects of
cannabinoids and patterns of cannabinoid ratios that demonstrate meaningful physiologic impact on cancer.
Our bioinformatics platform includes the following:
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high-throughput screening, high content screening, flow cytometry, machine learning, robotics, and proprietary methodologies;
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a library of human cancer cell lines and thousands of different combinations and ratios of cannabinoid compounds in a costumed matrix;
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a growing database of biological response data;
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in-house extraction, processing methodologies, and analytical techniques that yield well-characterized and standardized extracts;
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collaborations with regulated
cannabis GMP manufacturers;
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fully integrated in-house research and development; and
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Once a series of potentially active cannabinoids
is identified for a specific cancer type, we then test and confirm their activity through in vitro and ex-vivo evaluation
studies to determine their potential activity. Through this process, we are able to assess their therapeutic potential. The results of
our pre-clinical experiments provide starting points for our clinical development programs.
Intellectual Property
Our success depends in significant part on our
ability to protect the proprietary nature of our Product Prospects, technology and know-how, to operate without infringing on the proprietary
rights of others; and to defend challenges and oppositions from others and prevent others from infringing on our proprietary rights, including
our provisional patents described below.
We plan to continue to seek patent protection
in the United States and other countries for our proprietary technologies. To date, our intellectual property portfolio includes three
provisional patents, filed with the USPTO, related to our line of activity (pharmaceutical formulations; drug delivery; therapeutic uses
of cannabinoids and other cannabis compounds and personalized cannabinoid diagnostics), as well as know-how and trade secrets. A full
list of our IP applications in all countries can be found in our Annual 10-K filing of November 29th 2021 at page 14.
Results of Operations
For the Three Months Ended November 30, 2021 and 2020
Operating Expenses
For the three months ended November 30, 2021,
our total operating expenses were $1,110,349 compared to $659,732 for the three months ended November 30, 2020, resulting in an increase
of $450,617. The increase is attributable to an increase of $448,034 in general administration expenses due to the board share based expenses
of $425,737.
We incurred a financial loss of $212,670 for the
three months ended November 30, 2021, compared to financial income of $4,965 for the three months ended November 30, 2020. The increase
in financial expense was mainly attributable to revaluation of a convertible loan of $196,768. As a result, the net loss was $1,323,020
for the three months ended November 30, 2021, compared to $654,767 for the three months ended November 30, 2020.
Net loss
Net loss increased by $668,253 to $1,323,020 for
the three months ended November 30, 2021, compared to a net loss of $654,767 for the three months ended November 30, 2020.
Liquidity and Capital Resources
Overview
As of November 30, 2021, we had $786,414 in
cash compared to $1,386,472 on November 30, 2021. We expect to incur a minimum of $1,000,000 in expenses during the next
twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead,
legal and accounting fees, research and development expenses, and fees payable to outside medical centers for clinical studies.
Liquidity and Capital Resources during the
Three Months Ended November 30, 2021 compared to the Three Months Ended November 30, 2020
We used cash in operations of $599,545 for the
three months ended November 30, 2021, compared to cash used in operations of $592,637 for the three months ended November 30, 2020. The
negative cash flow from operating activities for the three months ended November 30, 2021, is primarily attributable to the Company's
net loss of $1,323,020, an increase in accounts payables and accrued liabilities of $22,944 and a decrease of $26,203 in account receivables
and prepaid expenses, depreciation of $51,823, convertible loan valuation of $196,768 and shares based payment of $425,737
We had cash flow from investing activities of
$513 during the three months ended November 30, 2021, compared to $943 cash flow from investing activities for the three months ended
November 30, 2020. The reason for the decrease in cash flow from investing activities is primarily due to the purchase of fixed assets
in an aggregate amount of $513, for the period ended November 30, 2021, comparing to purchase of fixed assets in an aggregate amount of
$943, for the period ended November 30, 2020
We will have to raise funds to pay for our expenses.
We may have to borrow money from shareholders, issue equity or enter into a strategic arrangement with a third party. There can be no
assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain
funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our
inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.
Going Concern
Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors
included an explanatory paragraph in their report on the audited financial statements for the year ended August 31, 2021, regarding concerns
about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances
that lead to this disclosure by our independent auditors.
Our unaudited financial statements have been prepared
on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our
ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain
the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due.
The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue
as a going concern. Our unaudited financial statements do not include any adjustments to the amount and classification of assets and liabilities
that may be necessary should we be unable to continue as a going concern.
There is no assurance that our operations will
be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to
operate either through the generation of revenue or the issuance of additional debt or equity.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements
that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our
estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual
results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates
made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical
experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances;
however, actual results may differ from these estimates under different future conditions.
See Item 7, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and Note 2, “Summary of Significant Accounting Policies”
in our audited consolidated financial statements for the year ended August 31, 2021, included in our Annual Report on Form 10-K as filed
on November 29, 2021, for a discussion of our critical accounting policies and estimates.