SCHEDULE: 3i LP Boosts CNBX Pharma Stake to 9.99% via Convertible Note

3i, LP, along with 3i Management LLC and Maier Joshua Tarlow, has updated its beneficial ownership in CNBX Pharmaceuticals Inc. to 9.99%, comprising direct shares and convertible note holdings.

Summary

• 3i, LP, 3i Management LLC, and Maier Joshua Tarlow collectively report beneficial ownership of 80,865,244 shares of CNBX Pharmaceuticals Inc. common stock.
• This represents 9.99% of the total outstanding common stock, based on 753,196,666 shares outstanding as of September 30, 2025.
• The ownership consists of 24,600,000 directly held common shares and 56,265,244 shares issuable upon conversion of a senior secured convertible note.
• Conversion of the note is subject to a 9.99% beneficial ownership limitation (the 'Blocker'), preventing the holder from exceeding this threshold.
• The principal amount of the convertible note is approximately $663,924.

Sentiment

Score: 6

Explanation: The filing is a routine ownership update, but the continued significant stake by an institutional investor and the existence of a convertible note can be viewed as moderately positive for the issuer, despite the conversion limitation.

Positives

• A significant institutional investor maintains a substantial stake in CNBX Pharmaceuticals Inc., potentially indicating confidence.
• The senior secured convertible note provides a financing mechanism for the issuer.

Negatives

• The 9.99% beneficial ownership limitation (Blocker) restricts the investor's ability to convert the full note into common stock if it would exceed this threshold, potentially limiting upside participation or influence.

Risks

• The 'Blocker' provision on the convertible note limits 3i, LP's ability to fully convert its note into common stock if doing so would result in beneficial ownership exceeding 9.99% of the outstanding shares. This could impact the investor's liquidity or control.
• The value of the convertible note is tied to the issuer's common stock performance, and any decline in share price could affect the conversion value.

Future Outlook

The filing indicates a continued significant stake by 3i, LP in CNBX Pharmaceuticals Inc., with the potential for further conversion of the senior secured convertible note up to the 9.99% beneficial ownership limitation.

Industry Context

This filing reflects an institutional investor's ongoing significant stake in a pharmaceutical company. Such investments can signal investor confidence in the company's long-term prospects or its specific drug pipeline, which is common in the capital-intensive pharmaceutical industry.

Stakeholder Impact

• Shareholders: The continued significant ownership by 3i, LP could be seen as a vote of confidence. The potential conversion of the note could lead to dilution, though the 9.99% blocker limits immediate large-scale conversion.
• Creditors: The senior secured convertible note indicates a debt instrument, which impacts the company's capital structure and obligations to creditors.

Next Steps

• 3i, LP may convert additional portions of its senior secured convertible note into common stock, subject to the 9.99% beneficial ownership limitation.
• Further amendments to the Schedule 13G will be filed if there are material changes in beneficial ownership.

Key Dates

Recommendation

This filing is a routine update of beneficial ownership by a significant investor. It confirms an existing substantial stake and the terms of a convertible note, including a conversion limitation. There are no new material financial results or strategic shifts disclosed that would warrant a change in investment recommendation based solely on this filing. The continued institutional interest is a neutral to slightly positive signal, but the 'blocker' limits immediate upside from conversion.

Keywords

CNBX Pharmaceuticals, 3i LP, Schedule 13G, Beneficial Ownership, Convertible Note, Equity Stake, SEC Filing, Institutional Investor, Pharmaceuticals, Common Stock