CNBX 10-K & 10-Q changes, risk factors and insider trading

We are an early-stage biotechnology company. As of August 31, 2024,2025, we had twoone employeesemployee and several consultants. Our success materially depends upon the efforts of our management and personnel. If we lose the services of any of our executive officers or significant employees, our business would likely be materially and adversely affected. At this time, we do not currently have “key man” life insurance for or any other executive officer.

As a company with a class of securities registered registered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are subject to reporting and other legal, accounting, corporate governance, and regulatory requirements imposed by the Exchange Act and rules and regulations promulgated under the Exchange Act. With the exception of our CFO, ElkanaUri AmitaiBen ,Or, our management team lacks significant public company experience, which could impair our ability to comply with these legal, accounting, and regulatory requirements. Such responsibilities include complying with securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement and effect programs and policies in an effective and timely manner that adequately respond to such increased legal and regulatory compliance and reporting requirements. Our failure to do so could lead to the imposition of fines and penalties and further result in the deterioration of our business.

The companycompany's revenues were generated from laboratory services.

For the years ended August 31, 2024, as well as August 31, 2023, we funded our operations through issuance of convertiblecommon loansstock and promissoryadvances notes.from our majority shareholder. Our principal use of funds during the year ended August 31, 2024,2023, has been for laboratory and clinical research relating to our proprietary materials normative corporate operating expenses.expenses

During the year ended August 31, 2024, the Company's investing earned totaled $113,477. This compares to net cash flow for investing activities in the year ended August 31, 2023, in the amount of $24,702. The difference reflects primarily of realized held for trading investments and sales of equipment.investments.

There is no assurance that our operations will be profitable. The Company has conducted private placements of its common stock, which have generated funds to satisfy the initial cash requirements of its planned Nevada exploration ventures. 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.

For the Three Months Ended FebruaryMay 28,31, 2026 and FebruaryMay 28, 31, 2025

For the three months ended FebruaryMay 28,31, 2026, our total operating expenses were $72,963$162,763 compared to $64,743$40,380 for the three months ended FebruaryMay 28,31, 2025, resulting in aan increase of $8,220. $122,383. The increase is attributable to an increase of $8,220 in general administrationand expenses,administrative mostly due to the salary expenses of $55,519.expenses.

We incurred a financial income of $28,865$8,598 for the the three months ended FebruaryMay 28,31, 2026, compared to financial loss of $5,045$19,347 for the three months ended FebruaryMay 28,31, 2025. The increase improvement in financial expenses income was mainly attributable to athe financial income due to a realizationinterest of the Company’s convertible loans.

Net loss for the three months ended FebruaryMay 28,31, 2026 2026 was $44,098$154,165 compared to net loss $69,788$59,727 for the three months ended FebruaryMay 28,31, 2025, for the reasons explained above.

For the SixNine Months Ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025

For the sixnine months ended FebruaryMay 28,31, 2026, our total total operating expenses were $136,965$299,728 compared to $101,743$141,960 for the sixnine months ended FebruaryMay 28,31, 2025, resulting in aan increase of $35,385.$157,768. The The increase is attributable to an increase of $35,385 in general administrationand expenses,administrative mostly due to the salary expenses of $88,929.expenses.

We incurred a financial loss of $20,852$12,254 for the sixnine months ended FebruaryMay 28,31, 2026, compared to $2,560$21,907 for the sixnine months ended FebruaryMay 28,31, 2025. The increasedecrease in financial expenses was mainly attributable to the interest of the Company’s convertible loans.

Net loss for the sixnine months ended FebruaryMay 28,31, 2026 2026 was $157,817$311,982 compared to net loss $104,140$163,867 for the sixnine months ended FebruaryMay 28,31, 2025, for the reasons explained above.

As of FebruaryMay 28,31, 2026, we had $12,154$9,487 in cash compared compared to $15,111 on August 31, 2025. We expect to incur a minimum of $1,000,000 in expenses during the next twelve months of operations. We We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees, research and and development expenses, and fees payable to outside medical centers for clinical studies.

Liquidity and Capital Resources during the SixNine Months Ended FebruaryMay 28,31, 2026 compared to the SixNine Months Ended FebruaryMay 28,31, 2025

We used cash in operations of $77,957$125,624 for the sixnine months ended FebruaryMay 28,31, 2026 compared to cash used in operations of $90,741$142,760 for the sixnine months ended FebruaryMay 28,31, 2025. The negative cash cash flow from operating activities for the sixnine months ended FebruaryMay 28,31, 2026 is primarily attributable to the Company'sCompany’s net loss from operations operations of $157,817,$311,982, offset by convertible loan interest converted to shares in a total of $13,675, an increase in accounts payables and accrued liabilities of $65,604$187,832 and a decrease in Accounts Receivable and pre-paid expenses of $581.$18.

We had no cash flow from investing activities during the threenine months ended FebruaryMay 28,31, 2025,2026 and 2024.May 31, 2025.

We earned cash in financing activities of $75,000$120,000 for the sixnine months ended FebruaryMay 28,31, 2026 compared to $110,000$129,992 for the sixnine months ended FebruaryMay 28,31, 2025. The cash is from short term loan proceeds for the sixnine months ended FebruaryMay 28,31, 2026 and cash is from convertible loan proceeds for the sixnine months ended February 28,May 31, 2025.