8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2022

CNBX PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52403	20-3373669
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

#3 Bethesda Metro Center

Suite 700

Bethesda, MD 20814

(Address of principal executive offices and Zip Code)

877 424-2429

(Registrant's telephone number, including area code)

Cannabics Pharmaceuticals Inc.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.

Effective March 28, 2022, Cannabics Pharmaceuticals Inc., a Nevada corporation (the “Company”), changed its name to “CNBX Pharmaceuticals Inc.” (the “Name Change”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada. The Name Change was approved unanimously by the Company’s board of directors and by the holder of the majority of the Company’s issued and outstanding shares of common stock on February 14, 2022.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Name Change does not affect the rights of the Company’s security holders and the Company’s common stock will continue to trade on the OTCQB under the symbol “CNBX”. Following the Name Change, the stock certificates of the common stock reflecting the former name of the Company will continue to be valid.

Item 8.01.  Other Events.

On March 28, 2022, the Company issued a press release announcing the Name Change. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.	Exhibit Description
(d) Exhibits
3.1	Certificate of Amendment to Amended and Restated Articles of Incorporation
99.1	Press release March 28, 2022
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

2

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 28, 2022
	CNBX PHARMACEUTICALS INC.
	By:	/s/ Eyal Barad
		Eyal Barad
		Chief Executive Officer

3

EX-3.1

Exhibit 3.1

 

1

 

2

3

EX-99.1

Exhibit 99.1

Cannabics Pharmaceuticals Changes Name to CNBX Pharmaceuticals

TEL AVIV, Israel and BETHESDA, MD., March 28, 2022 /PRNewswire/ -- Cannabics Pharmaceuticals Inc. (OTCQB: CNBX), a global leader in the development of cancer related cannabinoid-based medicine, announced today that it has changed its corporate name to “CNBX Pharmaceuticals Inc.”

The Company's new brand identity reflects the significant transformation that has already taken place across the Company’s platform, as well as the team's forward-looking approach to molecule-based drug development for the treatment of colorectal cancer, and in preparation of a Phase I/II (a) clinical validation study for its proprietary RCC-33 drug candidate. 

The Company is in the process of developing a new corporate website and updated social media accounts reflecting the new corporate company name. The new website, www.cnbxpharma.com, and the updated social media accounts, are expected to go live by April 1^st, 2022.

The Company’s stock will continue trading under the ticker OTCQB: CNBX. The corporate name change to CNBX Pharmaceuticals Inc. does not affect the rights of the company’s stockholders and no action is required by stockholders with respect to the name change.  Outstanding stock certificates are not affected by the name change and will not need to be exchanged. 

About CNBX Pharmaceuticals:

CNBX Pharmaceuticals Inc. is a U.S. public company and a global leader in the development of cancer related cannabinoid-based medicine. The Company's R&D is based in Israel, where it is licensed by the Ministry of Health to conduct scientific and clinical research on cannabinoid formulations and cancer. For more information, please visit www.cannabics.com. For the latest updates on CNBX Pharmaceuticals follow the Company on Twitter @Cannabics, Facebook @CannabicsPharmaceuticals, LinkedIn, and on Instagram @Cannabics_Pharmaceuticals.

Forward-Looking Statements

Certain statements contained in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. Such statements include but are not limited to statements identified by words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "projects" and similar expressions. The statements in this release are based upon the current beliefs and expectations of our Company's management and are subject to significant risks and uncertainties. Actual results may differ from those outlined in the forward-looking statements. Numerous factors could cause or contribute to such differences, including, but not limited to, results of clinical trials and other studies, the challenges inherent in new product development initiatives, the effect of any competitive products, our ability to license and protect our intellectual property, our ability to raise additional capital in the future that is necessary to maintain our business, changes in government policy and regulation, potential litigation by or against us, any governmental review of our products or practices, as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission. We undertake no duty to update any forward-looking statement or any information contained in this press release or other public disclosures at any time. Finally, the investing public is reminded that the only announcements or information about CNBX Pharmaceuticals Inc., which are condoned by the Company, must emanate from the Company itself and bear our name as its source.

For more information about Cannabics:

CNBX Pharmaceuticals Inc.
+1 (877) 424-2429
info@cnbxpharma.com
https://www.cnbxpharma.com

XML

Cover	Mar. 28, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 28, 2022
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	20-3373669
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Cannabics Pharmaceuticals Inc