UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 24th, 2025, the Company and an institutional investor executed a 9 month Convertible Promissory Note which tenders the Company of $55,000 immediately and up to $850,000 over the term of the Note subject to certain conditions.
Per the terms of the Agreement, there is a 9% OID, and carries interest at 10% per annum. The Company has an open right of redemption at 125% of face value.
The Investor has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time during the term of the Agreements. Pursuant to the Agreements, the Company is required to register all shares which the investor may acquire.
The foregoing is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the copy of the Agreements which are filed herewith as Exhibits 10.1 et seq. to this Current Report on Form 8-K and incorporated herein by reference. All interested parties are encouraged to read the entire text of the listed Agreements.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1 | Convertible Promissory Note |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CNBX PHARMACEUTICALS INC. | |
| Date: January 29, 2025 | By: /s/ Eyal Barad |
| Eyal Barad | |
| Director, CEO |
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