Exhibit 10.1

THIS NON - CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED ST ATES SECURITIES ACT OF 1 933 , AS AMENDED , OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION , AND MAY NOT BE SOLD , ASSIGNED , TRANSFERRED , PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COM PLIANCE WITH , OR PURSUANT TO AN EXEMPTION FROM , THE REQUIREMENTS OF SUC H ACT OR SUCH LAWS . CNBX PHARMACEUTICALS INC . PROMISSORY NOTE $45,000 . 00 March 1 0 , 2 026 FOR VALUE RECEIVED , CNBX Pharmaceutical s Inc . , a Nevada corporation , promises to pay to 3 i , L . P . , a Delaware limited partnership (the " Hold e r " ) , or it s registered assigns , in lawful mone y of the United States of America , the principal s um of Forty - five Thou san d Dollar s ( $ 45 , 000 . 00 ) or suc h le sser amount as shall equal the outstanding principal amount hereof , together with intere st from the date of thi s as provided in this Non - Convertible Promi ssory Note (as the same ma y be amended , re sta ted , supplemented , or otherwise modified from time to time in accordance with it s term s , the " Note " ) on the unpaid principal balance at a rate equal to 5 . 0 % simple interest per annum , computed on the basis of the actual number of day s elapsed and a year of 365 days . All unpaid principal , together wi th any then unpaid and accrued intere s t and other amounts payable hereunder , shall be due and pa ya ble on the earliest to occur of the following : (i) July 1 , 2026 (the " Maturity Dat e " ) ; (ii) the consummation of a Corporate Event (as defined below) ; or (iii) when , upon or after the occurrence of an Event of Default (as defined below) , such amount s are declared due and pa yab le by the Holder or made automatically due and payable in accordance with the term s hereof , unless this Note is earlier exchanged pursuant to Section 6 . All payments under this Note will include a 20 % premium . The following i s a statement of the rights of Holder and the conditions to wh ich this Note is s ubject , and to which Holder , by the acceptance of this Note , agrees: 1. Definitions. As used in thi s Note , the following capitalized terms ha ve the following meaning s: (a) " Company " include s the corporation initiall y executing this Note and any Person which s hall s ucceed to or assume the obligations of the Company under this No te . (b) " Corporate Event " shall be deemed to ha ve occurred (i) if the Company merges , consolidates or reorganizes with one or more entities , corporate or otherw i s e , as a result of which the holder s of the Company ' s stock entitled to vo te for the election of directors immediately prior to suc h event do not hold at least 50 % of the s tock entitled to vote for the election of directors immediately after s uch event , or ( ii) if the Company se ll s all or s ub sta ntiall y all of it s assets . (c) " Event of Default" has the meaning given in Section 3 hereof (d) " Holder " shall mean the Per so n specified in the introducto ry paragraph of this Note or any Per so n who shall at the time be the regi st ered Holder of this Note .

2 (e) " Obligations " shall mean and include all lo ans , advances, debt s , liabilities and obligations , howsoever ari s ing , owed by the Company to Holder of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of mone y ) , now exi s ting or hereafter arising under or pursuant to the terms of this Note, includin g , all intere s t , fee s , charges , expense s , attorneys' fees and costs and accountants ' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect , absolute or cont in gent , due or to become due , and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code ( 11 U . S . C . Section IO I et ೦ - ) , asamended from time to time (including post - petition interest) and whether or not allowed or allowable as a claim in any such proceeding . (t) " Person " shall mean and include an indi v idual , a partnership , a corporation (including a business tru s t) , a joint stock company , a limited li a bility company, a n unincorporated associat ion , a joint venture or other entity or a governmental authority . (g) " Securities Act" shall mean the Securities Act of 19 33 , as amended. 2. Prepayment Upon two days prior written notice , the Company may prepay this Note in whole or in part without the consent of the Holder . Any prepa y ment s shall be made pro rata among the holders of all of the Notes based on the relative outstanding principal amounts of the Notes . All pa y ment s of intere s t and principal s h a ll be in lawful money of the United States of America at 120 % . All payments shall be applied first to accrued intere st , and thereafter to principal . 3. Events of Default . The occurrence of any of the following shall constitute an " Event of Default " under this Note : (a) The Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other amount s due under this Note on the date the same becomes due and payable ; or (b) The Company files any petition or action for relief under any bankruptc y, reorganization , insolvency or moratorium law or any other law for the relief of , or relating to, debto rs , now or hereafter in effe c t , or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing ; or (c) An involuntary petition i s filed against the Company (unless such petition is dismissed or discharged within forty five ( 45 ) days) under any bankruptc y statute now or hereafter in effect , or a custod ian , receiver , tru s tee , assignee for the benefit of creditors (or other s imil ar official) i s appointed to take po ssess ion , custody or control of any property of the Company ; or ( d) Any material adverse effect on ( i) the bu s in ess , propertie s, assets , liabilities , operations (including results thereof) , condition (financial or otherwise) or prospects of the Company or any subsidiary, individually or taken as a w h ole , (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its subsidiaries to perform any of their respective obligations under any of the Transaction Do c ument s (as defined be l ow) (co lle ct i vely , a " Mater i a l Adverse Effect " ) ; or ( e) Any provision of an y other Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable aga in s t the parties thereto , or the validity or enforceability thereof shall be contested by any party th ereto , or a proceeding s hall be commenced by the Company or an y governmental a uth or i ty having jurisdiction over

3 it , seeking to establish the invalidity or unenforceability thereof , or the Company shall deny in writing that it has any liability or obligation purported to be created under any Transaction ; or (f) The Company and/or any s ub sidiary , indi vidua ll y or in the aggregate , either (i) fails to pay , w hen due , or w ithin a n y applicable grace period , a n y payment w ith respect to any In debtedness in excess of $ 150 , 000 due to any third party ( other than , with respect to unsecured Indeb tedness only , payments contested by the Company a nd / or s uch subsidiary (as the case may be) in good faith by proper proceedings and with re spect to w hich adequate reserves have been se t aside for the payment thereof in accordance with GAAP) or i s otherwise in breach or v iol at ion of any ag reement for monies owed or owing in an amou nt in excess of$150 , 000 , which failure to pay, breach or violation permits the othe r party thereto to declare an event of default or otherwise accelerate amounts due thereunder , o r ( ii) suffe r to exist any other circumstance or event that wou ld , w ith or without the passage of time or the giving of notice, re sul t in an event of default under any agreement binding the Company or any subs id iary , which event of default would or i s likel y to have a Material Adverse Effect on the business , assets , operations (including results thereof) , li ab ilitie s , properties, condition (including financial condition) or prospects of the Company or any of its Subs idiarie s , individually or in the aggregate, in wh ich case ( other than with re spect to Indebtedne ss in excess of $500,000) only if such failure remains uncured for a period of at least five (5) Trading Da ys ; (g) any Event of Default (as defined in any other Notes) occurs with respect to any other Notes . 4. Notice of Events of Default . As soo n as po ssib le and in any event w ithin two ( 2 ) business days after it becomes aware that an Event of Default has occurred , the Company sha ll notify the Holder in writing of the n a ture and extent of suc h Event of Default and the action , if a n y , it has taken or proposes to take w ith respect to suc h Event of Default . 5. Rights of Holder upon Default . Upon the occurrence or existence of any Event of De fau l t described in Section 3 (a) at any time thereafter during t he continuance of s u ch Event of Default , the Holder may , by written notice to the Company , declare all outstanding Obligations payable by the Company hereunder to be immedi ate l y due and payable w ithout presentment , demand , protest or any other notice of a n y kind , all of w hich a re hereb y expressly wa i ved . Upon the occurrence or existence of any Event of Default described in Sections 3 (b) throu gh 3 (i) , immediately and withou t notice , all outstanding Obligations payable by the Company hereunder s h a ll automatically become immediat e l y due and payable , witho ut presentment , demand , protest or any other notice of any kind, all of which are hereb y expressly waived . In addition to the foregoing remedies , upon the occurrence or existence of any Event of Default , the Holder ma y exercise any other ri ght , power or remedy permitted to it by the Security Agreement or by law , either by s uit in equity or by act ion at law , or both . 6. Optional Exchange. (a) Exchange Upon an Equity Financing If , at any time whi le this Note shall be outstanding the Company concludes a future equity financin g ( each , an " Equity Financing " ) , the Holder sha ll be entitled to exchange the outstanding principal and accrued but unpaid interest on this Note into such number of shares of the equity security issued by the Company obta ined by dividing ( i ) 120 % of the principal and interest under this Note by (i i) the lowest price per share of the equity secu ri ty in the Equity Financing sold to other purchasers , rounded down to the nearest whole share . As a condition precedent (which may be waived by the Company) to the exchange of this Note as provided for in this Sect i on 6 (a), Holder hereb y agrees to execute and deliver to the Company a ll transaction documents related to the Eq uity F inancing , includin g a purchase ag reement and other anci ll ary agreements , w i th customary represent ations and warranties a nd transfer re s tri c tion s , and having s ub stantia ll y the same te rm s as those

4 agreements entered into by the other purchasers participating in such Equity Financing . Prior to the closing of any Equity Financing , Company wi ll notify Holder , in writing at least five ( 5 ) days prior to the initial closing of suc h Equity Financing , of the lo west price per share at wh ich the equity secur i ty is being so ld in such Equity Financing , the aggregate consideration (excluding the aggregate principal and acc rued interest due on this Note and all other convertible note s then outstand in g and issued by the Company) being paid for such equity security a nd suc h other information as may reasonably be required to permit Holder to evaluate the desirability of electing to exchange this Note pursuant to this Section 6 (a) . The Holder sha ll g ive at lea st two ( 2 ) days wr itten notice to the Company prior to the ini tial closing of the Equity Financing as to whether the Holder elects that this Note convert into the equity security issued in the Equity F inan c in g and the amount that the Holder wishes to exchange . (b) Termination of Rights . Whether or not this Note has been surrendered for cancellation, all rights w ith respect to this Note shall terminate upon the i ssuance of equity securities upon conversion of this Note under Section 6 . l(a) . Notwithstanding the foregoing , Holder agrees to surrende r this Note to the Company for cancellation as soon as is practicable following conversion of this Note . 7. Optional Redemptions . (a) Subsequent Financing Redemption by the Holder . If , at any time while this Note shall be outstanding , the consummation of a future debt or equity financing or any other i ssuance , offe rin g , sale, g rant of options o r right to purchase , or otherwise dispose of any equity security or any equity - linked or related secur i ty , in one or more tranches , by th e Company (each , a " Financing " ) occurs on any g i ven date (the "Fi nancing Redemption Date") , the Holder may elect , by written notice to the Company ( the " Notice of Redemption " ), to settle the payment by red emption of 120 % of the outstand in g balance of this Note, together wi th all accrued interest thereon , of up to Fifty Percent ( 50 % ) of the gross proceeds with re spec t to such Financing (the " Financing Redemption Amount") . The Notice of Redemption shall be provided to the Company wit hin fi ve ( 5 ) business days from the date the Compa n y has provided the Holder with written notice that a Financing has occurred (the " Notice of Financing " ) and sha ll specify the determined Financing Redemption Amount and the date for suc h redemption (the " Redemption Payment Date " ) , which date sha ll be no earlier than fi ve ( 5 ) business days after the date of the Notice of Redemption . On the Redemption Payment D ate , the Financing Redemption Amount set forth in the No tice of Redemption shall be paid in cash to the Holder by the Company . 8. Successors and Assigns . Subject to the re st ric t ion s on transfer described in Sections 9 and 1 0 below , the ri ghts and obligations of the Company and Holder shall be binding upon and benefit the successors, assigns , heir s , administrators and transferees of the parties . 9. Waiver and Amendment . Any provision of this Note may be amended , waived or modified upon the w ritten consent of the Company and the Holder . 10. Headings . The he ad in gs of the various Sect ion s and subsections herein are for reference only and sha ll not define, modify , expand, or limit any of the terms or provisions hereof 11. Transfer of this Note . With respect to any offer , sa le or other disposition of this Note , Holder will give w ritten notice to the Company prior thereto , describing briefly the manner thereof , together wi th a wr itten opinion of Holder ' s co un se l , or other evidence if reasonably satisfactory to the Company, to the effect that such offer , sale or other distribution may be effected without r egistration or qualification (under any federal or state law then in effect) . Upon receiving such written notice and rea sonably sat i sfactory opinion, if so requested , or other evidence , the Company, as promptl y as practicable , s h a ll notify Holder that Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company . If a determination has been made pursuant to this Section 11 that the opinion of counsel for Holder , or other evidence , is not reasonably sat i sfactory to the

5 Company, the Company s hall so notify Holder promptly after s uch determin at ion has been made . Each Note thus tran sfe rred s h a ll bear a le ge nd as to the applicab le re stric tion s on transferability in orde r to ensure comp li ance wit h the Sec uritie s Act , unle ss in the opinion o f co un sel for the Company such le gend is not required in order to ensure compliance with the Securities Act . The Company may issue stop transfer instructions to its transfer age nt in connection w i t h such restr i ct i ons . Subject to the foregoing , transfers of this Note sha ll be registered upon re gistration books maintained for such purpose by or on behalf of the Company . Prior to presentation of this Note for re gistrat ion of transfer , the Company shall treat the re g i ste red Holder hereof as the owner and Holder of this Note for the purpose of receiving all payments of principal and intere st hereon and for all other purposes whatsoever , whether or not this Note sha ll be overdue and the Company sha ll not be affected by notice to the contrary . 12. Assignment by the Company . Neither this Note nor a n y of the rights, intere s ts o r obligation s hereunder may be assig ned , by operation of law or otherwise , in who le or in part , by the Company without the prior written consent of Holder . 13. No Stockholder Rights . This Note sha ll not entitle the Holder to any voting rights or any other ri ghts as a shareho ld e r of the Company or to any other rights except the rights stated herein . 14. Notices . All notices , requests , demands , co n sents , instructions o r other comm uni cations required or permitted hereunder sha ll be delivered in acco rdan ce wit h the terms of the Purchase Agreement . 15. Waivers . Except for the notice s required by this Note , the Company hereb y waives notice of default , presentment o r demand for payment , protest or notice of nonpayment or dishonor and all other notices or demands relati ve to this Note . 16. Expenses . In the event of any Event of Default hereund e r , the Company shall pa y all rea sonable attorneys ' fees and court costs incurred by Holder in enforcing and collecting this Note . 17. Usury . In the event any interest is paid on this Note that is deemed to be in excess of the then legal maximum rate , then that portion of the interest payment representing an amount in excess of the then legal maximum rate sha ll be deemed a payment of principal and applied against the principal of this Note . 18. Severability . If any term or provision of this Note or the Security Agreement is invalid , illegal , or unenforceable in any jurisdiction , suc h invalidity , illegality , or unenforceability shall not affect any other term or provision of this Note or the Security Agreement or invalidate or render unenforceable such term or provision in any other juri sd i ct i on . 19. Governing Law . This Note and all actions arising out of or in connection with this Note shall be governed by a nd construed in accordance w ith the l aws of the State of Dela ware , w ith out regard to the co nfli cts of law provisions of the State of Del aware , or of any other state . [ Remainder of page intentionally left blank ; signature page follows.]

Eyal Barad CEO