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Note 1– Nature of Business, Presentation and Going Concern Organization CNBX Pharmaceuticals Inc. (the “Company”), was incorporated in the State of Nevada, on September 15, 2004, under the name of Thrust Energy Corp. The Company was originally engaged in the exploration, exploitation, development and production of oil and gas projects within North America, but was unable to operate profitably. In May 2011, the Company changed its name to American Mining Corporation, suspending its oil and gas operations and changing its business to toll milling and refining, mineral exploration and mine development. 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 CNBX 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 CNBX PHARMACEUTICALS INC., with the new Ticker Symbol of “CNBX”. Said approval was predicated upon CNBX 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, CNBX 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 CNBX 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. Stock Split On June 3, 2014, the Company’s Board of Directors declared a two-to-one forward stock split of all outstanding shares of common stock. The stock split was approved by FINRA on June 25, 2014. The effect of the stock split increased the number of shares of common stock outstanding from 40,880,203 to 81,760,406. All common share and per common share data in these financial statements and related notes hereto have been retroactively adjusted to account for the effect of the stock split for all periods presented prior to June 3, 2014. The total number of authorized common shares and the par value thereof was not changed by the split. Additionally, on May 12, 2022, the Company effected a reverse-split of its common stock on a 1:120 basis. 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, 2025 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 1st, 2025. 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. While the Company has incurred a net loss of $311,982 for the nine months ended May 31, 2026, it has incurred cumulative losses since inception of $25,580,358. 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. There were no Research and development costs charged to expense for the nine months ended May 31, 2026 and May 31, 2025.

Organization CNBX Pharmaceuticals Inc. (the “Company”), was incorporated in the State of Nevada, on September 15, 2004, under the name of Thrust Energy Corp. The Company was originally engaged in the exploration, exploitation, development and production of oil and gas projects within North America, but was unable to operate profitably. In May 2011, the Company changed its name to American Mining Corporation, suspending its oil and gas operations and changing its business to toll milling and refining, mineral exploration and mine development. 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 CNBX 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 CNBX PHARMACEUTICALS INC., with the new Ticker Symbol of “CNBX”. Said approval was predicated upon CNBX 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, CNBX 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 CNBX 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.

Stock Split On June 3, 2014, the Company’s Board of Directors declared a two-to-one forward stock split of all outstanding shares of common stock. The stock split was approved by FINRA on June 25, 2014. The effect of the stock split increased the number of shares of common stock outstanding from 40,880,203 to 81,760,406. All common share and per common share data in these financial statements and related notes hereto have been retroactively adjusted to account for the effect of the stock split for all periods presented prior to June 3, 2014. The total number of authorized common shares and the par value thereof was not changed by the split. Additionally, on May 12, 2022, the Company effected a reverse-split of its common stock on a 1:120 basis.

two-to-one

reverse-split of its common stock on a 1:120 basis

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, 2025 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 1st, 2025.

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. While the Company has incurred a net loss of $311,982 for the nine months ended May 31, 2026, it has incurred cumulative losses since inception of $25,580,358. 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.

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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. There were no Research and development costs charged to expense for the nine months ended May 31, 2026 and May 31, 2025.

Note 2 – Related Party Transactions As of May 31, 2026, the Company had one employee, our Director Eyal Barad. All employees reside in Israel. During the nine months ending May 31, 2026, the Company paid $33,487 in salaries, including social benefits as compensation to our CEO and director compared to $37,087 to two directors for the nine months ending May 31, 2025. In addition, during the nine months ended May 31, 2026 the Company accrued $189,286 in salaries, including socials benefits, to our CEO and chairman, compared to $0 for the nine months ended May 31, 2025. As of May 31, 2026, the Company had a balance outstanding payable to two directors: Gabriel Yariv and Eyal Barad in the total of $1,213,166. During the nine months ending May 31, 2026, the Company paid $35,575 as compensation to our CFO compared to $28,036 for the nine months ending May 31, 2025. As of May 31, 2026, the Company had a balance outstanding payable to CFO in the total of $2,341. During the nine months ended May 31, 2026 and 2025, the Company has not recorded a non-cash expense in share-based payment, to the company chairman, board members and advisor. The Company had a balance outstanding on May 31, 2026 and at May 31, 2025 of $223,645 payable to Cannabics, Inc. The advance is due on demand and bears no interest.

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Note 3 – Stockholders’ Equity (Deficit) Authorized Shares The Company is authorized to issue up to 1,800,000,000 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. The Company’s initial Articles authorized 5,000,000 preferred shares at 0.0001 par value, no other attributes have been assigned and no such shares have ever been issued. Common Stock The Company is authorized to issue up to 1,800,000,000 shares of common stock, par value $0.0001 per share. There is also 5,000,000 shares of Preferred stock, none of which has been issued. 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. During the period ended May 31, 2026, the company issued 921,805,889 shares as a result of conversion of a loan and interest at a total of $148,561.

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Note 4 – Commitments and Contingencies We no longer lease any properties.

Note 5 – Private Placement of Notes and Warrant On December 16, 2020, we entered into a Securities Purchase Agreement (“SPA”) with an institutional investor for a private placement of senior secured convertible notes totaling up to an aggregate of $2,750,000 to be issued in three tranches subject to the achievement of certain milestones. The convertible notes include a conversion right, at the Investor’s option, to convert the convertible notes into shares of our Common Stock at a conversion price equal to the lower of (i) $42 per share or (ii) eighty percent (80%) of the average of the two lowest daily volume-weighted average price for the Company’s Common Stock during the ten (10) consecutive trading days preceding the conversion date (the “notes”). The investor has the right to have the conversion price reduced if we issue Common Stock or convertible notes at a lower conversion price than $42 during the period that the notes are outstanding. The notes are due one year from issuance. The notes will be interest free, but in the event of a default, they will bear annual interest at a rate of 18.00%. The SPA and the notes contain events of default, including, among other things, failure to repay the notes by the maturity date, and bankruptcy and insolvency events, that would result in the imposition of the default interest rate. On December 21, 2020, we closed the first tranche and issued a note in the amount of $<span id="xdx_900_eus-gaap--ProceedsFromNotesPayable_pp0p0_c20201220__20201221__us-gaap--FinancialInstrumentAxis__custom--SecuritiesPurchaseAgreement2020Member__us-gaap--DebtInstrumentAxis__custom--InitialNoteMember_zSAyViYyUXg4" title="Proceeds from notes payable">825,000 (the “Initial Note”). On February 22, 2021, we closed the second tranche and issued a second note in the amount of $<span id="xdx_901_eus-gaap--ProceedsFromNotesPayable_pp0p0_c20210221__20210222__us-gaap--FinancialInstrumentAxis__custom--SecuritiesPurchaseAgreement2020Member__us-gaap--DebtInstrumentAxis__custom--SecondNoteMember_zVrGO0ycFy8i" title="Proceeds from notes payable">550,000 (the “Second Note”). On April 23, 2021, we closed the third tranche and issued a third note in the amount of $<span id="xdx_909_eus-gaap--ProceedsFromNotesPayable_pp0p0_c20210422__20210423__us-gaap--FinancialInstrumentAxis__custom--SecuritiesPurchaseAgreement2020Member__us-gaap--DebtInstrumentAxis__custom--NoteMember_zDhOSo5kMJD6" title="Proceeds from notes payable">1,375,000 (the “Note”). The Initial Note was issued at a discount of $<span id="xdx_904_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_c20201221__us-gaap--FinancialInstrumentAxis__custom--SecuritiesPurchaseAgreement2020Member__us-gaap--DebtInstrumentAxis__custom--InitialNoteMember_zW7VEXvG8rtc" title="Unamortized discount">75,000; the Second Note was issued at a discount of $<span id="xdx_90E_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_c20210222__us-gaap--FinancialInstrumentAxis__custom--SecuritiesPurchaseAgreement2020Member__us-gaap--DebtInstrumentAxis__custom--SecondNoteMember_zJjHWEnznB66" title="Unamortized discount">50,000; and the Note was issued at a discount of $<span id="xdx_90D_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_c20210423__us-gaap--FinancialInstrumentAxis__custom--SecuritiesPurchaseAgreement2020Member__us-gaap--DebtInstrumentAxis__custom--NoteMember_zDh6ryzh7eQ2" title="Unamortized discount">125,000. In addition, we issued to the Investor <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pp0p0_c20201220__20201221__us-gaap--FinancialInstrumentAxis__custom--SecuritiesPurchaseAgreement2020Member__us-gaap--StatementClassOfStockAxis__custom--PreDeliverySharesMember_zqhbzRVW8Vo4" title="Stock issued new, shares">32,614 shares of Common Stock as pre-delivery shares in accordance with the terms of the SPA, which shares will be deducted from the total number of shares to be issued to the Investor upon conversion of the Initial Note. On April 23, 2021, we entered into a senior secured promissory note (the “Senior Secured Note”) for $1,375,000 with the institutional investor. This follows the SPA, a restated securities purchase agreement dated as of February 22, 2021, as well as accompanying documents for an aggregate principal amount of $2,750,000 having an aggregate original issue discount of 10%, and ranking senior to all outstanding and future indebtedness of the Company. In addition, the SPA granted the investor a right to receive 100% warrant coverage, and we issued a warrant to the investor for up to 45,833 shares of our Common Stock, which expires three years from the issuance date of the warrant, with an exercise price of $60 per share. The warrant may be exercised and converted to Common Stock at the investor’s option at any time until the expiration date. These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Regulation D promulgated thereunder, as these securities were sold to “accredited investors” within the meaning of Regulation D. On November 28, 2022, we entered into a forbearance agreements with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through December 12, 2023, agreed to forbear from exercising any rights and remedies against the Company related to the outstanding payments and to waive certain other defaults under the Senior Secured Note and related rights pursuant to the registration rights agreement entered into in December 2020 between the Company and the investor. On March 16, 2022, we issued to the investor a demand promissory note (the “Demand Note”) in the principal amount of $280,000 (the “Principal”) with an original issue discount of $40,000. The Demand Note is payable on demand at any time after the earlier to occur of (i) May 16, 2022, and (ii) the public or private offering of any securities by the Company (the “Next Subsequent Placement”). Any amount of Principal due under the Demand Note which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of fifteen percent (15%) per annum from the date such amount was due until the same is paid in full (the “Late Charges”). With the agreement, the Principal and accrued and unpaid Late Charges under the Demand Note and amounts owed under the Senior Secured Note may be applied to all, or any part, of the purchase price of securities to be issued upon the consummation of an offering of securities by the Company to the investor. So long as any amounts remain outstanding under the Demand Note or the Senior Secured Note, all cash proceeds received by the Company on or after issuance of the Demand Note from the Next Subsequent Placement or any other sales of any securities of the Company shall be used to (x) first, repay the Demand Note and (y) second, repay the Senior Secured Note. We entered into a forbearance agreements with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through January 31, 2025, agreed to forbear from exercising any rights and remedies against the Company related to the outstanding payments and to waive certain other defaults under the Senior Secured Note and related rights pursuant to the registration rights agreement. On June 15, 2022, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $154,250.00. ($<span id="xdx_909_eus-gaap--ProceedsFromConvertibleDebt_pp0p0_c20220614__20220615__us-gaap--DebtInstrumentAxis__custom--June2022ConvertiblePromissoryNoteMember_zkvU009g4oIi" title="Proceeds from convertible notes payable">154,000 net of issuance expenses). The Convertible Promissory Note carry interest of <span id="xdx_90B_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_c20220615__us-gaap--DebtInstrumentAxis__custom--June2022ConvertiblePromissoryNoteMember_zEoVGx9gsord" title="Debt stated interest rate">9% and due on June 15th 2023. In the period of January through March 2023, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $35,000.00. ($35,000 net of issuance expenses). The Convertible Promissory Note carry interest of <span id="xdx_90B_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_c20230331__us-gaap--DebtInstrumentAxis__custom--March2023ConvertiblePromissoryNoteMember_zZT1nI3Xiqhh" title="Debt stated interest rate">5% and due on June 15th 2023. On June 12, 2023, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $65,000.00. ($65,000 net of issuance expenses). The Convertible Promissory Note carry interest of <span id="xdx_90D_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_c20230612__us-gaap--DebtInstrumentAxis__custom--June2023ConvertiblePromissoryNoteMember_zcrlm9HKweQh" title="Debt stated interest rate">5% and due on August 5th, 2023. On September 24, 2024, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $30,000 ($30,000 net of issuance expenses). The Convertible Promissory Note carry interest of 5% and due on January 1, 2025. On December 30, 2024, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $25,000 ($25,000 net of issuance expenses). The Convertible Promissory Note carry interest of 5% and due on April 1, 2025. On February 3, 2025, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $55,000 ($50,000 net of issuance expenses). The Convertible Promissory Note carry interest of 10% and due on October 30, 2025. On April 24, 2025, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $20,000 ($20,000 net of issuance expenses). The Convertible Promissory Note carry interest of 5% and due on July 1, 2025. On June 23, 2025, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $30,000 ($30,000 net of issuance expenses). The Convertible Promissory Note carry interest of 5% and due on December 31, 2025. The Institutional Investor agreed to forbear until September 30, 2026 from taking any action against the Company with respect to unpaid amounts owed and to waive certain other defaults under the Note and other rights. During the period ended May 31, 2026 the Company issued an aggregate of 921,805,889 shares in connection with the conversion of loans and interest in total amount of $148,561. On December 30, 2025, we entered into a forbearance agreement with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through September 30, 2026, agreed to forbear from exercising any rights and remedies against the Company related to the outstanding payments and to waive certain other defaults under the Senior Secured Note and related rights pursuant to the registration rights agreement entered into in December 2020 between the Company and the investor.

825000

550000

1375000

75000

50000

125000

32614

1375000

45833

280000

40000

154250

154000

0.09

35000

0.05

65000

0.05

30000

0.05

25000

0.05

55000

50000

0.10

20000

0.05

30000

0.05

921805889

148561

Note 6 – Segment Reporting We operate in a single operating segment and a single reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is regularly evaluated by the chief operating decision maker function (which is fulfilled by our chief executive officer) in deciding how to allocate resources and in assessing performance. Our chief executive officer allocates resources and assesses performance based upon financial information at the level. Since we operate in one operating segment, all required financial segment information is presented in the financial statements.

Note 7 – Subsequent events On June 16, 2026 the Company issued an aggregate of 130,000,000 shares in connection with the conversion of loans in a total amount of $15,600. On June 4, 2026, the Company entered into a Securities Purchase Agreement providing for the issuance of the Non-Convertible Promissory Note in the principal amount of $50,000 ($50,000 net of issuance expenses). The Non-Convertible Promissory Note carry interest of 5% and due on October 1, 2026. All payments under this Note include a 20% premium. 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.

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