SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
CNBX Pharmaceuticals
Inc.
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of Securities)
13764M209
(CUSIP Number)
December
31, 2023
(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).
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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
3,319,791 (1) |
| 7. |
SOLE DISPOSITIVE POWER
0 |
| 8. |
SHARED DISPOSITIVE POWER
3,319,791 (1) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,319,791 (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) Based
on 31,111,352 shares of common stock, par value $0.0001 per share, of the issuer (the “Common Stock”), as disclosed
in the issuer’s Quarterly Report on Form 10-Q for the fiscal period ended November 30, 2023, filed with the U.S. Securities
and Exchange Commission on January 12, 2024 (the “Form 10-Q”). As more fully described in Item 4 of this Amendment
No. 1 to Statement on Schedule 13G (this “Amendment”), such shares and percentage do not give effect to the shares
of Common Stock issuable upon full conversion of a senior secured convertible note (the “Note”) held by the reporting
person, which conversion is subject to a 9.99% beneficial ownership blocker.
|
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
3,319,791 (1) |
| 7. |
SOLE DISPOSITIVE POWER
0 |
| 8. |
SHARED DISPOSITIVE POWER
3,319,791 (1) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,319,791 (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) Based
on 31,111,352 shares of Common Stock, as disclosed in the Form 10-Q. As more fully described in Item 4 of this Amendment, such
shares and percentage do not give effect to 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 blocker.
| CUSIP No. 13764M209 |
|
13G |
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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
3,319,791 (1) |
| 7. |
SOLE DISPOSITIVE POWER
0 |
| 8. |
SHARED DISPOSITIVE POWER
3,319,791 (1) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,319,791 (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) Based
on 31,111,352 shares of Common Stock, as disclosed in the Form 10-Q. As more fully described in Item 4 of this Amendment, such
shares and percentage do not give effect to 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 blocker.
| CUSIP No. 13764M209 |
|
13G |
|
Page 5 of 9 Pages |
This Amendment
No. 1 to Statement on Schedule 13G (this “Amendment”) amends and supplements the Statement on Schedule 13G
filed by the reporting persons with the U.S. Securities and Exchange Commission (“SEC”) on March 6, 2023 (the
“Statement”). The purpose of this Amendment is to update the beneficial ownership information on the cover
pages and in Item 4 in the Statement, as well as to amend Item 2(b) of the Statement.
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:
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| |
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| |
(i) |
3i, LP, a Delaware limited partnership (“3i”); |
| |
|
| |
(ii) |
3i Management LLC, a Delaware limited liability company (“3i Management”);
and |
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(iii) |
Maier Joshua Tarlow (“Mr. Tarlow”). |
The foregoing persons are hereinafter sometimes
collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement, filed by the Reporting Persons with the SEC on
March 6, 2023, pursuant to which they have agreed to file this Amendment and all subsequent amendments to the Statement jointly
in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment 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 and the Statement relates is the Issuer’s common stock, par value $0.0001 per share.
Item 2(e). CUSIP Number: 13764M209
| CUSIP No. 13764M209 |
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13G |
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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.
(a) Amount beneficially owned:
| ● | 3i Management – 3,319,791
|
(b) Percent of class:
(c) Number of shares as to which the Reporting Person
has:
| (i) | Sole power to vote or direct the vote - 0 |
| (ii) | Shared power to vote or direct the vote - 3,319,791 |
| (iii) | Sole power to dispose or to direct the disposition of - 0 |
| (iv) | Shared power to dispose or to direct the disposition of - 3,319,791
|
| (i) | Sole power to vote or direct the vote - 0 |
| (ii) | Shared power to vote or direct the vote - 3,319,791 |
| (iii) | Sole power to dispose or to direct the disposition of - 0 |
| (iv) | Shared power to dispose or to direct the disposition of - 3,319,791
|
| (i) | Sole power to vote or direct the vote - 0 |
| (ii) | Shared power to vote or direct the vote - 3,319,791
|
| (iii) | Sole power to dispose or to direct the disposition of - 0 |
| (iv) | Shared power to dispose or to direct the disposition of – 3,319,791
|
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
| CUSIP No. 13764M209 |
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13G |
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Page 7 of 9 Pages |
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.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
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 |
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13G |
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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: February 13, 2024
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3i, LP |
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By: |
3i Management LLC, |
| |
|
its General Partner |
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By: |
/s/ Maier J. Tarlow |
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Name: Maier J. Tarlow |
| |
|
Title: Manager |
| |
|
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3i Management LLC |
| |
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By: |
/s/ Maier J. Tarlow |
| |
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Name: Maier J. Tarlow |
| |
|
Title: Manager |
| |
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|
| |
/s/ Maier J. Tarlow |
| |
Maier J. Tarlow |
| CUSIP No. 13764M209 |
|
13G |
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Page 9 of 9 Pages |
LIST OF EXHIBITS
CNBX Pharmaceuticals (PK) (USOTC:CNBX)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
CNBX Pharmaceuticals (PK) (USOTC:CNBX)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
