Filed Pursuant to Rule 424(b)(5)
Registration No. 333-216845
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 21, 2017)
5,055,555
Shares of
Cannabics
Pharmaceuticals, Inc.
Common
Stock
Pursuant to this
prospectus supplement and the accompanying prospectus, we are offering 4,500,000 shares of our common stock to D-Beta One EQ,
Ltd. ("D-Beta") under a Securities Purchase Agreement entered into on May 8, 2017 (the “Purchase
Agreement”), and the selling stockholder named herein is offering an additional 555,555 shares of our common stock.
The shares offered by
us under the Purchase Agreement include (i) 3,000,000 shares of Common Stock to be issued and sold to D-Beta for a purchase
price of $1.00 per share for an aggregate purchase price of $3,000,000, (the “Purchased Shares”), and (ii) 1,500,000
shares of Common Stock (the “Additional Shares”) which may be purchased by D-Beta from time to time until and including
May 7, 2018 for a purchase price of $2.00 per share.
The price at which the
selling stockholder may sell its shares will be determined by the prevailing market price for the shares or in negotiated transactions.
We will not receive any proceeds from the sale of shares by the selling stockholder.
Our common stock is listed
on the OTCQB tier of the marketplace maintained by OTC Markets Group Inc. under the symbol “CNBX”. On May 5, 2017,
the last reported sales price for our common stock as reported on the OTCQB was $1.61 per share.
Investing in our securities
involves significant risks. See “Risk Factors” beginning on page S-4 of this prospectus supplement and on page
4 of the accompanying prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement
is May 9, 2017.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two
parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to
and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part, the accompanying prospectus dated April 21, 2017, including the documents
incorporated by reference therein, provides more general information. Generally, when we refer to this prospectus, we are referring
to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus
supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference
that was filed with the Securities and Exchange Commission, or SEC, before the date of this prospectus supplement, on the other
hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent
with a statement in another document having a later date — for example, a document incorporated by reference in
the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlier
statement.
We have not, and the
selling stockholder has not, authorized anyone to provide you with information different from that contained in or incorporated
by reference into this prospectus supplement, the accompanying prospectus and in any free writing prospectus that we have authorized
for use in connection with this offering. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not, and the selling stockholder is not, making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus,
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing
prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective
documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should
read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering,
in their entirety before making an investment decision. You also should read and consider the information in the documents to which
we have referred you in the sections of this prospectus supplement titled “Where You Can Find Additional Information”
and “Incorporation of Certain Information By Reference.”
We, and the selling stockholder,
are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of common stock in certain jurisdictions
may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying
prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution
of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying
prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any
securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it
is unlawful for such person to make such an offer or solicitation.
This prospectus supplement
and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but
reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the
actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by
reference as exhibits to the registration statement of which this prospectus supplement and the accompanying prospectus is a part,
and you may obtain copies of those documents as described below under the section titled “Where You Can Find Additional Information.”
Unless otherwise mentioned
or unless the context requires otherwise, all references in this prospectus supplement and the accompanying prospectus to “Cannabics,”
the “Company,” the “Registrant,” “us,” “we” and “our” are to Cannabics
Pharmaceuticals, Inc., a Nevada corporation, and its subsidiary. References to “selling stockholder” refer to the holder
of our common stock listed in this prospectus supplement under the section titled “Selling Stockholder.”
This prospectus supplement,
the accompanying prospectus, and the information incorporated herein and therein by reference include trademarks, service marks
and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference
into this prospectus supplement or the accompanying prospectus are the property of their respective owners.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights
selected information appearing elsewhere or incorporated by reference into this prospectus supplement and the accompanying prospectus.
This information is not complete and does not contain all of the information that you should consider before deciding whether to
invest in our common stock. You should read this prospectus supplement, the accompanying prospectus, and any free writing prospectus
that we have authorized for use in connection with this offering carefully, including the information incorporated by reference
in this prospectus supplement and the accompanying prospectus, and including information under the heading “Risk Factors”
in this prospectus supplement on page S-4, and our Quarterly Report on Form 10-Q for the quarterly period ending February
28, 2017.
Company Overview
We are an early stage biotechnology company
engaged in discovering, developing, and commercializing personalized anti-cancer and palliative treatments. Our research and development
is based in Israel, where we have obtained a license from the Israeli Ministry of Health for both scientific and clinical research.
We are focused on harnessing the therapeutic properties of natural cannabinoid formulations and diagnostics. Cannabics engages
in developing individually tailored natural therapies for cancer patients, utilizing advanced screening systems and personalized
bioinformatics tools.
Our business model is solely based on technology
development and out-licensing of our intellectual property to global pharmaceutical and biotechnology companies, in addition to
other suitable strategic partners, but always in accordance with the law of each applicable jurisdiction. Cannabics does not manufacture,
distribute, dispense, or possess any controlled substances, including cannabis or cannabis-based preparations, in the United States.
Cancer Diagnostics
Utilizing novel biological screening technologies,
we monitor the antitumor effects of arrays of botanical extracts on cell lines and biopsies. The data collected propels the development
of proprietary and novel compounds targeted to diverse types of tumors. This technology enables us to perform lab tests that offer
doctors and their patients a profile of personalized treatment with cannabinoids. We believe that our personalized approach minimizes
harmful side effects, with more successful outcomes and lower costs than the traditional “trial-and-error” approach
to treatment. We are presently conducting diagnostic validation studies in collaboration with academic institutes and lab facilities,
and expect to have preliminary results available by March 2018.
Anti-Cancer Treatments
We are developing botanical cannabinoid formulations
based on our proprietary diagnostic procedures designated for the treatment of cancer and its side-effects. We are presently conducting
preclinical research on the efficacy of our cannabinoid-based formulations in the treatment of cancer and expect to have preliminary
results available by March 2018. If our diagnostic data cross-linked with clinical outcomes demonstrates that our formulations
have therapeutic and commercial potential, we intend to submit an investigational new drug application with the U.S. Food and Drug
Administration to commence clinical trials.
Palliative Therapies
We have developed our non-pharmaceutical capsules
as a treatment to improve cancer related cachexia/anorexia syndrome (“CACS”) in advanced cancer patients. The main
purpose in the treatment of patients with advanced cancer and CACS is to prolong life and to improve quality of life (“QoL”)
as far as possible. We believe that QoL in patients with CACS is inversely related to reduced appetite and weight-loss. We are
currently engaged in a clinical study in Israel to determine the efficacy of our proprietary capsules as a treatment to improve
appetite and stem weight-loss associated with CACS in advanced cancer patients. We expect that preliminary results of our study
will be available by the end of 2017.
Corporate Information
The Company was originally
incorporated as Thrust Energy Corp. on September 15, 2004, under the laws of the State of Nevada, for the purpose of acquiring
oil and gas exploration properties and non-operating interests. In April 2011, the Company expanded its business to include the
acquisition of mineral exploration rights. On May 5, 2011, the name of the Company was changed to American Mining Corporation.
On April 25, 2014, Cannabics Inc., a Delaware corporation, acquired 99.1% voting control of the Company. On June 19, 2014, the
Company changed its name to Cannabics Pharmaceuticals Inc., and redirected its business focus towards its current operations.
All of our research and development in Israel
is conducted by our wholly-owned subsidiary, G.R.I.N. Ultra Ltd., which was incorporated under the laws of Israel on August 25,
2014. We do not have any other subsidiaries.
Our principal executive offices are located
at #3 Bethesda Metro Center, Suite 700, Bethesda, Maryland, 20814, and our telephone number is (877) 424-2429. Our website address
is http://www.cannabics.com. The information on, or that can be accessed through, our website is not incorporated by reference
into this prospectus supplement or the accompanying prospectus and should not be considered to be a part of this prospectus supplement
or the accompanying prospectus. We have included our website address as an inactive textual reference only.
Recent Developments
On May 3, 2017, Cannabics announced that it
had begun a scientific collaboration with a medical laboratory in Europe, a world leader in the field of CTC (circulating
tumor cells) count and drug sensitivity tests for cancer patients.
The Offering
Issuer
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Cannabics Pharmaceuticals, Inc.
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Shares offered by us in this offering
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4,500,000 shares
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Shares offered by the selling stockholder
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555,555 shares
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Shares outstanding after this offering
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119,655,955 shares
(1)
, assuming the sale of all 1,500,000 Additional Shares. Actual shares issued will vary
depending on whether the Additional Shares are sold under this offering.
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Use of proceeds
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We intend to use the net proceeds from this offering for general corporate purposes, including working capital. See “Use of Proceeds” in this prospectus supplement.
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OTCQB Symbol
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“CNBX”
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Risk Factors
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See “Risk Factors” beginning on page S-4 in this prospectus supplement, which incorporates by reference the risk factors in our Quarterly Report on Form 10-Q for the quarterly period ending February 28, 2017, for a discussion of factors that you should carefully consider before deciding to purchase shares of our common stock.
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(1)
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The number of our shares outstanding is based on shares outstanding as of April 30, 2017.
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Except as otherwise indicated,
the information contained in this prospectus supplement assumes the sale of all of the shares offered hereby, including the sale
of 1,500,000 Additional Shares at a price of $2.00 per share.
RISK FACTORS
Investing in our common
stock involves risks. Before making an investment decision, you should carefully consider the risks described below, as well as
the information and financial statements contained in the documents incorporated by reference herein, including the risk factors
described in our Quarterly Report on Form 10-Q for the quarterly period ending February 28, 2017. You should consider these risks
in light of your particular investment objectives and financial circumstances. Our business, financial condition or results of
operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due
to any of these risks, and you may lose all or part of your investment.
Risks Related to this Offering
Management will have broad discretion
as to the use of the proceeds from this offering, and we may not use the proceeds effectively.
Our management will have
broad discretion in the application of the net proceeds from this offering, and could spend the proceeds in ways that do not improve
our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a material
adverse effect on our business and cause the price of our common stock to decline.
Sales of our Common Stock to
D-Beta may cause substantial dilution to our existing stockholders and the sale of the shares of our Common Stock acquired by D-Beta
could cause the price of our Common Stock to decline.
This prospectus
supplement relates to the sale by us of 3,000,000 shares of our Common Stock to D-Beta at a price per share of $1.00 per share,
and to the sale of an additional 1,500,000 shares that D-Beta may purchase from time to time at a price per share of $2.00 per
share. It is anticipated that the Additional Shares offered to D-Beta in this offering will be purchased over a period of up to
12 months from the date of this prospectus supplement. The total number of shares ultimately purchased by D-Beta under this prospectus
supplement is dependent upon the number of Additional Shares that D-Beta elects to purchase under the Purchase Agreement. Depending
upon market liquidity at the time, sales of shares of our Common Stock under the Purchase Agreement may cause the trading price
of our Common Stock to decline.
D-Beta may ultimately
purchase all or some of the 1,500,000 Additional Shares that, together with the 3,000,000 Purchased Shares, is the subject of this
prospectus supplement. After D-Beta has acquired shares under the Purchase Agreement, it may sell all, some, or none of those shares.
Sales to D-Beta by us pursuant to the Purchase Agreement under this prospectus supplement may result in substantial dilution to
the interests of other holders of our Common Stock. The sale of a substantial number of shares of our Common Stock to D-Beta in
this offering, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities
in the future at a time and at a price that we might otherwise wish to effect sales.
Future sales of a significant
number of our shares of Common Stock in the public markets, or the perception that such sales could occur, could depress the market
price of our shares of Common Stock.
Sales of a substantial
number of our shares of Common Stock in the public markets, or the perception that such sales could occur, could depress the market
price of our shares of Common Stock and impair our ability to raise capital through the sale of additional equity securities. A
substantial number of shares of Common Stock are being offered by this prospectus supplement, and we cannot predict if and when
D-Beta may sell such shares in the public markets. In addition, we cannot predict the number of these shares that might be sold
nor the effect that future sales of our shares of Common Stock would have on the market price of our shares of Common Stock.
You will experience immediate
and substantial dilution.
The offering
price per share in this offering exceeds the net tangible book value per share of our common stock outstanding prior to this offering.
After giving effect to the sale of 4,500,000 shares by us in this offering, and after deducting the estimated offering expenses
payable by us, you will experience immediate dilution of $1.2855 per share, representing the difference between our as adjusted
net tangible book value per share as of February 28, 2017, after giving effect to this offering and the average offering price.
See the section entitled “Dilution” on page S-8 below for a more detailed illustration of the dilution you will incur
if you participate in this offering.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement,
the accompanying prospectus, the documents incorporated by reference herein and any free writing prospectus we have authorized
for use in connection with this offering contain forward-looking statements within the meaning of Section 27A of the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation
Reform Act of 1995. Also, documents that we incorporate by reference into this prospectus supplement and accompanying prospectus,
including documents that we subsequently file with the SEC, contain or will contain forward-looking statements. Forward-looking
statements are those that predict or describe future events or trends and that do not relate solely to historical matters, including
our cost reduction expectations and business outlook set forth under “Recent Developments” in the “Prospectus
Supplement Summary” section above. You can generally identify forward-looking statements as statements containing the words
“may,” “will,” “could,” “should,” “expect,” “anticipate,”
“intend,” “estimate,” “believe,” “project,” “plan,” “assume”
or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying
words. All statements contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus
regarding future operating or financial performance, business strategies, technology developments, financing and investment plans,
competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition, and involve
known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be
materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
You should not place
undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties
and assumptions that are difficult to predict. Our forward-looking statements are based on the information currently available
to us and speak only as of the date on the cover of this prospectus supplement, the date of the accompanying prospectus (with respect
to risks described therein), the date of any free writing prospectus we have authorized for use in connection with this offering
with respect to statements made therein, or, in the case of forward-looking statements incorporated by reference, the date of the
filing that includes the statement. Over time, our actual results, performance or achievements may differ from those expressed
or implied by our forward-looking statements, and such difference might be significant and materially adverse to our securityholders.
We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events
or otherwise.
Factors or events that
could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We
cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements
to actual results
We have identified some
of the important factors that could cause future events to differ from our current expectations and they are described in this
prospectus supplement under the caption “Risk Factors” or are incorporated by reference in this prospectus supplement
from our most recent Quarterly Report on Form 10-Q, including without limitation under the caption “Risk Factors,”
and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking
statements in light of those risks as you read this prospectus supplement and the accompanying prospectus.
You should read this
prospectus supplement, the accompanying prospectus, the documents we have filed with the SEC that are incorporated by reference
and any free writing prospectus that we have authorized for use in connection with this offering completely and with the understanding
that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements
in the foregoing documents by these cautionary statements.
USE OF PROCEEDS
The net proceeds from
the sale of 3,000,000 Purchased Shares and all 1,500,000 Additional Shares (assuming that all of the Additional Shares will be
purchased) will be approximately $5,880,000 million, after deducting the estimated offering expenses payable by us. We estimate
that our offering expenses will be approximately $120,000.
We intend to use the
net proceeds from this offering for general corporate purposes, including the continuation of our research, clinical trials, collaboration
arrangements and general working capital needs. We also may use a portion of the net proceeds from this offering to in-license,
invest in, or acquire businesses, technologies, product candidates, or other intellectual property that we believe are complementary
to our own, although we have no current plans, commitments or agreements to do so as of the date of this prospectus supplement.
The amounts and timing of these expenditures will depend on a number of factors, such as technological advances and the competitive
environment for our products. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular
uses for the net proceeds to us from this offering. Accordingly, our management will have broad discretion in the application of
these proceeds. Pending application of the net proceeds as described above, we intend to temporarily invest the proceeds in short
term, interest-bearing instruments.
We will not receive any
proceeds from the sale of shares of our common stock by the selling stockholder, which are estimated to be approximately $894,000.
PRICE RANGE OF OUR COMMON STOCK
Our common stock is traded
on the OTCQB tier of the marketplace maintained by OTC Markets Group Inc under the symbol of “CNBX”. The following
table sets forth on a per share basis, for the periods indicated, the high and low closing sale prices of our common stock as reported
by OTC Markets Group Inc.
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High
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Low
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2017
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First Quarter
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$
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6.45
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0.68
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Second Quarter (through May 5, 2017)
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2.93
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1.30
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High
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Low
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2016
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|
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First Quarter
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$
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0.11
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0.04
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Second Quarter
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|
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0.09
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|
|
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0.05
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Third Quarter
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|
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0.06
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|
|
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0.04
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Fourth Quarter
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1.46
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0.05
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|
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High
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Low
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2015
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|
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First Quarter
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$
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0.30
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|
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0.18
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Second Quarter
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0.27
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|
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0.17
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Third Quarter
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0.21
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|
|
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0.04
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Fourth Quarter
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|
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0.08
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0.03
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As of April 30, 2017, there were approximately
60 holders of record of our common stock. On May 5, 2017, the last reported sale price of our common stock was $1.61 per
share.
DIVIDEND POLICY
We have never paid cash
dividends on our common stock and do not anticipate that we will pay any cash dividends on our common stock in the foreseeable
future. We intend to retain our future earnings, if any, to finance the development of our business. Any future dividend policy
will be determined by our board of directors based upon conditions then existing, including our earnings, financial condition,
tax position and capital requirements, as well as such economic and other conditions as our board of directors may deem relevant.
CAPITALIZATION
The following tables
set forth our capitalization as of February 28, 2017:
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·
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On an actual basis; and
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·
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on an as adjusted basis to give effect to
the receipt of the estimated net proceeds of approximately $5,880,000 million from the sale of the common stock in this offering
at the public offering price of $1.00 per share for the Purchased Shares and $2.00 per share for the Additional Shares, after deducting
the estimated offering expenses payable by us as described under “Use of Proceeds.”
|
You should read the data
set forth in the tables below in conjunction with (a) our consolidated financial statements, including the related notes,
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” from our Annual Report
on Form 10-K for the fiscal year ended August 31, 2016, and (b) our unaudited condensed consolidated financial statements,
including the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
from our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2017 which are incorporated by reference
into this prospectus supplement.
The table below sets
forth our total capitalization as of February 28, 2017 on an actual basis:
Stockholders' equity (deficit):
|
|
|
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Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding
|
|
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–
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Common stock, $.0001 par value, 900,000,000 shares authorized, 114,676,233 shares issued and outstanding
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|
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11,467
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Additional paid-in capital
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1,882,299
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Accumulated deficit
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(2,171,632
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)
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Total stockholders' equity (deficit)
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(277,866
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)
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Total capitalization
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$
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(277,866
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)
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The table below sets forth our total capitalization as of February 28, 2017 on an on an as adjusted basis to give effect to the receipt of the estimated net proceeds of approximately $5.9 million from the sale of the common stock in this offering :
Stockholders' equity (deficit):
|
|
|
|
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding
|
|
|
–
|
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Common stock, $.0001 par value, 900,000,000 shares authorized, 119,176,233 shares issued and outstanding
|
|
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11,918
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Additional paid-in capital
|
|
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7,761,848
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Accumulated deficit
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|
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(2,171,632
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)
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Total stockholders' equity (deficit)
|
|
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5,602,134
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Total capitalization on an as adjusted basis
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$
|
5,602,134
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|
DILUTION
Our net negative tangible
book value as of February 28, 2017, was approximately $(177,866), or $(0.0016) per share. Net negative tangible book value per
share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock
outstanding as of February 28, 2017. Dilution with respect to net tangible book value per share represents the difference between
the amount per share paid by purchasers of shares of common stock in this offering, and the net tangible book value per share of
our common stock immediately after this offering.
After giving effect to
the sale by us of 3,000,000 shares of our common stock at the offering price of $1.00 per share and assuming the sale of 1,500,000
shares of our common stock at the offering price of $2.00 per share, and after deducting the estimated offering expenses payable
by us, our as adjusted net tangible book value as of February 28, 2017, would have been approximately $5,702,134, or $0.0478 per
share. This represents an immediate increase in net tangible book value of $0.0494 per share to existing stockholders and immediate
dilution of $1.2855 per share to investors purchasing our common stock in this offering. The following table illustrates this dilution
on a per share basis:
Average Public offering price per share
|
|
|
|
|
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$
|
1.33
|
|
Net tangible book value per share as of February 28, 2017
|
|
$
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(0.0016
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)
|
|
|
|
|
Increase in net tangible book value per share attributable to investors purchasing our common stock in this offering
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$
|
0.0494
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|
|
|
|
|
|
|
|
|
|
|
|
|
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As adjusted net tangible book value per share after this offering
|
|
|
|
|
|
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5,702,134
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|
|
|
|
|
|
|
|
|
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Dilution per share to investors purchasing our common stock in this offering
|
|
|
|
|
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$
|
1.2855
|
|
The above discussion
and table are based on 114,676,233 shares outstanding as of February 28, 2017.
To the extent that outstanding
options or warrants have been or may be exercised or other shares issued, investors purchasing our common stock in this offering
may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations
even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is
raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution
to our stockholders.
SELLING STOCKHOLDER
The following table sets
forth information as of April 30, 2017, regarding beneficial ownership of the selling stockholder that is offering shares of our
common stock pursuant to this prospectus supplement and the accompanying prospectus. When we refer to the “selling stockholder”
in this prospectus supplement, we mean the persons listed in the table below.
We have determined beneficial
ownership in accordance with SEC rules. The information does not necessarily indicate beneficial ownership for any other purpose.
Except as indicated in the footnotes to this table and pursuant to state community property laws, we believe, based on the information
furnished to us, that the persons named in the table have sole voting and investment power with respect to all shares reflected
as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership of
that person, shares of common stock that could be issued upon the exercise of outstanding options held by that person that are
currently exercisable or exercisable within 60 days of February 28, 2017 are considered outstanding. These shares, however, are
not considered outstanding when computing the percentage ownership of any other person.
Selling Stockholder
name and address
|
|
Number of shares before the Offering
|
|
Percentage beneficially owned before the offering
|
|
Number of shares offered hereby
|
|
Number of shares after the Offering
|
|
Percentage beneficially owned after the
offering
|
YAII PN Ltd
1012 Springfield Ave.
Mountainside, NJ 07092
|
|
555,555
|
|
<1%
|
|
555,555
|
|
0
|
|
0%
|
The selling stockholder and D-Beta are affiliated
funds as the members and partners of their respective investment managers and general partners are the same.
Secondary Offering Shares
In January 2017, we entered
into a subscription agreement with the selling stockholder, whereby the selling stockholder purchased 555,555 shares of common
stock at a price per share of 0.45 per share, for an aggregate purchase price of $250,000. The private placement purchase agreement
granted the selling stockholder registration rights.
Material Relationships with Selling Stockholder
The selling stockholder
does not have any material transaction or relationship with us or any of our predecessors or affiliates within the past three years.
D-BETA TRANSACTION
Purchase Agreement
On May 8, 2017,
we entered into a Purchase Agreement with D-Beta, which provides that, upon the terms and subject to the conditions and limitations
set forth therein, D-Beta will purchase an aggregate of 3,000,000 shares of our Common Stock (the “Purchased Shares”)
at a price per share of $1.00 per share, for an aggregate purchase price of $3,000,000. In addition, for a period of one-year from
May 8, 2017, D-Beta may from time to time purchase up to an additional 1,500,000 shares of our Common Stock (the "Additional
Shares") at a price per share of $2.00 per share, for an aggregate purchase price of $3,000,000 assuming the purchase of all
of the Additional Shares.
Pursuant to the
Purchase Agreement, we are required to register all shares previously acquired by D-Beta or its affiliates, the Purchased Shares,
and the Additional Shares.
We are filing
this prospectus supplement with regard to the offering of our Common Stock consisting of (i) the Purchased Shares, and the
(ii) Additional Shares. In addition, the selling stockholder is an affiliate of D-Beta, and therefore we are registering the
selling stockholder's shares as well.
Pursuant to the
Purchase Agreement, we shall use the net proceeds from the sale of the shares for working capital purposes and capital expenditures.
For 60 days from the effective date of the Purchase Agreement we may not sell shares of Common Stock that are freely tradable at
a price below $1.00 per share. There are no other restrictions on future financing transactions. The Purchase Agreement does not
contain any right of first refusal, participation rights, penalties or liquidated damages. We did not pay any additional amounts
to reimburse or otherwise compensate D-Beta in connection with the transaction.
Termination
The
Purchase Agreement shall terminate automatically on the one-year anniversary of the effective date of the Purchase Agreement.
No Short-Selling or Hedging by D-Beta
D-Beta 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 prior
to the public disclosure of the Purchase Agreement.
Effect of Performance of the Purchase
Agreement on Our Stockholders
The Purchase
Agreement does not limit the ability of D-Beta to sell any or all of the shares it receives in this offering. The subsequent
resale by D-Beta of a significant amount of shares sold to D-Beta in this offering at any given time could cause the market price
of our Common Stock to decline or to be highly volatile. D-Beta may ultimately purchase all, some or none of the Additional Shares
under this prospectus supplement. D-Beta may resell all, some or none of the Purchased Shares and the Additional hares it
acquires. Therefore, sales to D-Beta by us pursuant to the Purchase Agreement and this prospectus supplement also may result
in substantial dilution to the interests of other holders of our Common Stock.
Information With Respect to D-Beta
Delta Beta Advisors,
LLC, the investment manager of D-Beta, has voting and investment power over the shares owned by D-Beta. D-Beta is not a licensed
broker dealer or an affiliate of a licensed broker dealer.
LEGAL MATTERS
The validity of the shares
of common stock offered by this prospectus supplement and accompanying prospectus will be passed upon for us by SRK Kronengold
Law Offices.
EXPERTS
The consolidated financial
statements incorporated in this prospectus supplement by reference from our Annual Report on Form 10-K for the year ended August
31, 2016 have been audited by Weinberg & Baer LLC, an independent registered public accounting firm, as stated in their report,
which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus supplement
is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information
set forth in the registration statement. Whenever a reference is made in this prospectus supplement or the accompanying prospectus
to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits
that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into
this prospectus supplement and the accompanying prospectus for a copy of such contract, agreement or other document. Because we
are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to
“incorporate by reference” information from other documents that we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be
part of this prospectus supplement and the accompanying prospectus. Information in this prospectus supplement and the accompanying
prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement
and the accompanying prospectus, while information that we file later with the SEC will automatically update and supersede the
information in this prospectus supplement and the accompanying prospectus. We incorporate by reference into this prospectus supplement,
the accompanying prospectus and the registration statement of which this prospectus is a part the information or documents listed
below that we have filed with the SEC (Commission File No. 001-35480), excluding any portions of any Form 8-K that are not
deemed “filed” pursuant to the General Instructions of Form 8-K:
|
·
|
our Annual Report on Form 10-K for the fiscal year ended August 31, 2016, filed with the SEC on December 13, 2016;
|
|
·
|
the amendment to our Annual Report on Form 10-K for the fiscal year ended August 31, 2016, filed with the SEC on March 15,
2017;
|
|
·
|
our Quarterly Reports on Form 10-Q for the three months ended November 30, 2016, and for the three months ended February 28,
2017, filed with the SEC on January 17, 2017, and on April 14, 2017, respectively;
|
|
|
|
|
·
|
our Periodic Report on Form 8-K, filed with the SEC on May 9, 2017;
|
|
·
|
our Periodic Report on Form 8-K, filed with the SEC on December 13, 2016; and
|
|
·
|
the description of our common stock contained in our registration statement on Form 8-A, dated January 12, 2007, filed with
the SEC on January 16, 2007, and any amendment or report filed with the SEC for the purpose of updating the description.
|
We also incorporate by
reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. Information in such future filings updates and supplements the
information provided in this prospectus supplement and the accompanying prospectus. Any statements in any such future filings will
automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated
or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such
earlier statements.
You can request a copy
of these filings, at no cost, by writing or telephoning us at the following address or telephone number:
Cannabics Pharmaceuticals Inc.
# 3 Bethesda Metro Center
Suite 700
Bethesda, MD 20814
Attention: General Counsel
Telephone: (877) 424-2429
SUBJECT TO COMPLETION, DATED APRIL 7,
2017
PROSPECTUS
$80,000,000
CANNABICS
PHARMACEUTICALS INC.
Common
Stock
Preferred
Stock
Warrants
Units
and
7,966,444
Shares of Common Stock Offered by Selling Stockholders
We may from time to time, in one or more
offerings, at prices and on terms that we will determine at the time of each offering, sell common stock, preferred stock, warrants,
or a combination of these securities, or units, for an aggregate initial offering price of up to $80,000,000. In addition, selling
stockholders to be named in a prospectus supplement may from time to time offer and sell up to 7,966,444 shares of our common stock.
We will not receive any of the proceeds from the sale of our common stock by the selling stockholders.
This prospectus provides a general description
of the securities we may offer. Each time we or any of the selling stockholders offer and sell securities, we or such selling stockholders
will provide specific terms of the securities offered and, if applicable, the selling stockholders, in a supplement to this prospectus.
We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. A prospectus
supplement and any free writing prospectus may also add, update, or change information contained in this prospectus. You should
carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus, as well as the documents
incorporated or deemed to be incorporated by reference in this prospectus, before you invest in any of our securities offered hereby.
This prospectus may not be used to offer
and sell securities unless accompanied by a prospectus supplement.
Our common stock is quoted on the OTCQB
tier of the marketplace maintained by OTC Markets Group Inc., under the symbol “CNBX.” On March 20, 2017, the last
reported sales price for our common stock as reported on the OTCQB on was $2.7199.
We or the selling stockholders may offer
and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, broker-dealers,
agents, directly to purchasers, or through any other means described in this prospectus under “Plan of Distribution”
and in supplements to this prospectus in connection with a particular offering of securities. If any underwriters, dealers or agents
are involved in the sale of any of these securities, their names and any applicable purchase price, fee, commission or discount
arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus
supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set
forth in a prospectus supplement.
You should carefully read this prospectus
and any prospectus supplement, together with additional information described in the sections of this prospectus titled “Incorporation
of Certain Information by Reference” and “Where You Can Find More Information,” before you invest in any of our
securities.
An investment in our stock is extremely
speculative and involves a high degree of risk. Please refer to the section of this prospectus titled “Risk Factors”
beginning on page 4, in addition to Risk Factors contained in the applicable prospectus supplement before making an investment
decision.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 21,
2017
Table
of Contents
About
This Prospectus
This prospectus is part of a registration
statement on Form S-3 that we filed with the United States Securities and Exchange Commission (“SEC”), using a “shelf”
registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in
this prospectus in one or more offerings up to an aggregate dollar amount of $80,000,000. In addition, the selling stockholders
may from time to time sell up to an aggregate amount of 7,966,444 shares of our common stock in one or more offerings. This prospectus
provides you with a general description of the securities we or the selling stockholders may offer.
Each time we or the selling stockholders sell
securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We
may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to
these offerings, hereinafter referred to as a free writing prospectus. The prospectus supplement and any free writing prospectus
may also add to, update, or change information contained in the prospectus, and, accordingly, to the extent inconsistent, information
in this prospectus will be superseded by the information in the prospectus supplement or the free writing prospectus, as applicable.
You should carefully read this prospectus, any prospectus supplement, and any free writing prospectus, together with the additional
information described under the heading “Information Incorporated by Reference.”
The prospectus supplement to be attached to
the front of this prospectus may describe, as applicable, the terms of the securities offered, the initial public offering price,
the price paid for the securities, net proceeds, and the other specific terms related to the offering of the securities.
This prospectus may not be used to offer
and sell securities unless accompanied by a prospectus supplement.
You should only rely on the information contained
or incorporated by reference in this prospectus and any prospectus supplement or free writing prospectus relating to a particular
offering. No person has been authorized to give any information or make any representations in connection with this offering other
than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement, and any related free
writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations
must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related
free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction
in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information
included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to
the registration statement, including its exhibits.
You should read the entire prospectus and
any prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference into this
prospectus or any prospectus supplement or any related free writing prospectus, before making an investment decision. Neither the
delivery of this prospectus or any prospectus supplement or any free writing prospectus nor any sale made hereunder shall under
any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or free
writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or free writing prospectus,
as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement, any free writing
prospectus, or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of
the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and
prospects may have changed since that date.
As used in this prospectus, references to
“Cannabics,” the “Company,” “we,” “our” and “us” refer to Cannabics
Pharmaceuticals Inc. and its consolidated subsidiaries, unless otherwise indicated.
Prospectus
summary
This summary description about Cannabics and
its business highlights selected information contained elsewhere in this prospectus or incorporated in this prospectus by reference.
This summary does not contain all of the information you should consider before deciding to invest in our securities. You should
carefully read this entire prospectus and any applicable prospectus supplement, including each of the documents incorporated herein
or therein by reference, before making an investment decision. Investors should carefully consider the information set forth under
“Risk Factors” on page 4 and incorporated by reference to our annual report on Form 10-K and our quarterly reports
on Form 10-Q, and any amendments thereto.
Overview
We are an early stage biotechnology company
engaged in discovering, developing, and commercializing personalized anti-cancer and palliative treatments. Our research and development
is based in Israel, where we have obtained a license from the Ministry of Health for both scientific and clinical research. We
are focused on harnessing the therapeutic properties of natural cannabinoid formulations and diagnostics. Cannabics engages in
developing individually tailored natural therapies for cancer patients, utilizing advanced screening systems and personalized bioinformatics
tools.
Our business model is solely based on technology
development and out-licensing of our intellectual property to global pharmaceutical and biotechnology companies, in addition to
other suitable strategic partners, but always in accordance with the law of each applicable jurisdiction. Cannabics does not manufacture,
distribute, dispense, or possess any controlled substances, including cannabis or cannabis-based preparations, in the United States.
Cancer Diagnostics
Utilizing novel biological screening technologies,
we monitor the antitumor effects of arrays of botanical extracts on cell lines and biopsies. The data collected propels the development
of proprietary and novel compounds targeted to diverse types of tumors. This technology enables us to perform lab tests that offer
doctors and their patients a profile of personalized treatment with cannabinoids. We believe that our personalized approach minimizes
harmful side effects, with more successful outcomes and lower costs than the traditional “trial-and-error” approach
to treatment. We are presently conducting diagnostic validation studies in collaboration with academic institutes and lab facilities,
and expect to have preliminary results available by March 2018.
Anti-Cancer Treatments
We are developing botanical cannabinoid formulations
based on our proprietary diagnostic procedures designated for the treatment of cancer and its side-effects. We are presently conducting
preclinical research on the efficacy of our cannabinoid-based formulations in the treatment of cancer and expect to have preliminary
results available by March 2018. If our diagnostic data cross-linked with clinical outcomes demonstrates that our formulations
have therapeutic and commercial potential, we intend to submit an investigational new drug application with the U.S. Food and Drug
Administration to commence clinical trials.
Palliative Therapies
We have developed our non-pharmaceutical capsules
as a treatment to improve cancer related cachexia/anorexia syndrome (“CACS”) in advanced cancer patients. The main
purpose in the treatment of patients with advanced cancer and CACS is to prolong life and to improve quality of life (“QoL”)
as far as possible. We believe that QoL in patients with CACS is inversely related to reduced appetite and weight-loss. We are
currently engaged in a clinical study in Israel to determine the efficacy of our proprietary capsules as a treatment to improve
appetite and stem weight-loss associated with CACS in advanced cancer patients. We expect that preliminary results of our study
will be available in July 2017.
Corporate
Information
The Company was originally
incorporated as Thrust Energy Corp. on September 15, 2004, under the laws of the State of Nevada, for the purpose of acquiring
oil and gas exploration properties and non-operating interests. In April 2011, the Company expanded its business to include the
acquisition of mineral exploration rights. On May 5, 2011, the name of the Company was changed to American Mining Corporation.
On April 25, 2014, Cannabics Inc., a Delaware corporation, acquired 99.1% voting control of the Company. On June 19, 2014, the
Company changed its name to Cannabics Pharmaceuticals Inc., and redirected its business focus towards its current operations.
All of our research and development in Israel
is conducted by our wholly-owned subsidiary, G.R.I.N. Ultra Ltd., which was incorporated under the laws of Israel on August 25,
2014. We do not have any other subsidiaries.
Our principal executive offices are located
at #3 Bethesda Metro Center, Suite 700, Bethesda, Maryland, 20814, and our telephone number is (877) 424-2429. Our website address
is http://www.cannabics.com. The information on, or that can be accessed through, our website is not incorporated by reference
into this prospectus and should not be considered to be a part of this prospectus. We have included our website address as an inactive
textual reference only.
“Cannabics,” the Cannabics logo,
and any other trademarks or service marks of Cannabics appearing in this prospectus are trademarked and are the property of Cannabis
Pharmaceuticals Inc. All other trademarks, service marks and trade names referred to in this prospectus are the property of their
respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork
and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate in
any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor
to these trademarks and trade names.
The
Securities We May Offer
We may offer up to $80,000,000 of common stock,
preferred stock, warrants, and units in one or more offerings and in any combination. In addition, the selling stockholders may
sell up to 7,966,444 shares of our common stock from time to time in one or more offerings. This prospectus provides you with a
general description of the securities we and the selling stockholders may offer. A prospectus supplement, which we will provide
each time we or the selling stockholders offer securities, will describe the specific amounts, prices, and terms of these securities.
Common Stock
Each holder of our common stock is entitled
to one vote for each share of common stock held on all matters submitted to a vote of the stockholders, including the election
of directors. There are no cumulative voting rights. Subject to preferences that may be applicable to any then outstanding preferred
stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by
our board of directors out of legally available funds. In the event of our liquidation, dissolution, or winding up, holders of
common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment
of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then
outstanding preferred stock.
Preferred Stock
Our board of directors has the authority,
without further action by the stockholders, to issue an unlimited number of series of preferred stock. Our board of directors has
the discretion to determine the rights, preferences, privileges, restrictions, and conditions, including, among others, dividend
rights, conversion rights, voting rights, redemption rights, and liquidation preferences of each series of preferred stock.
Each series of preferred stock will be more
fully described in the particular prospectus supplement that will accompany this prospectus, including redemption provisions, rights
in the event of our liquidation, dissolution or winding up, dividend and voting rights, and rights to convert into common stock.
There is currently no preferred stock outstanding.
Warrants
We may issue warrants for the purchase of
common stock or preferred stock. We may issue warrants independently or together with other securities.
Units
We may issue units comprised of one or more
of the other classes of securities issued by us as described in this prospectus in any combination. Each unit will be issued so
that the holder of the unit is also the holder of each security included in the unit.
Risk
Factors
Investing in our securities involves a high
degree of risk. You should consider carefully the risks and uncertainties described in the sections titled “Risk Factors”
contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in our most
recent and any of our subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K,
which are incorporated in this prospectus by reference in their entirety, before deciding whether to purchase any of the securities
being registered pursuant to the registration statement of which this prospectus is a part. These risks and uncertainties are not
the only risks and uncertainties we face. Additional risks and uncertainties not currently known to us, or that we currently view
as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional
risks and uncertainties actually occur, our business, financial condition, results of operations, and cash flow could be materially
and adversely affected. In that case, the trading price of our common stock could decline and you might lose all or part of your
investment.
Special
Note Regarding Forward Looking Statements
This prospectus, each prospectus supplement,
and the information incorporated by reference in this prospectus and each prospectus supplement contain certain statements that
may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The words “aim,” “anticipate,” “assume,”
“believe,” “contemplate,” “continue,” “could,” “due,” “estimate,”
“expect,” “goal,” “intend,” “may,” “objective,” “plan,”
“predict,” “positioned,” “potential,” “seek,” “should,” “target,”
“will,” “would” and similar expressions and variations thereof are intended to identify forward-looking
statements, but are not the exclusive means of identifying such statements. Those statements may appear in this prospectus, any
accompanying prospectus supplement, and the documents incorporated herein and therein by reference, particularly in the sections
titled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and “Business,” and include statements regarding the intent, belief, or
current expectations of Cannabics and our management that are subject to known and unknown risks, uncertainties, and assumptions.
You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties,
and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking
statements. Factors that might cause such a difference include, but are not limited to, those described in “Risk Factors”,
elsewhere in this prospectus or any applicable prospectus supplement, and the documents incorporated by reference in this prospectus.
Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to
our management. These statements, like all statements in this prospectus, speak only as of their date, and we undertake no obligation
to update or revise these statements in light of future developments, except as required by law.
This prospectus, any accompanying prospectus
supplement, and the documents incorporated herein and therein by reference may also contain estimates and other information concerning
our industry that are based on government and industry publications. This information involves a number of assumptions and limitations,
and you are cautioned not to give undue weight to these estimates. These government and industry publications generally indicate
that their information has been obtained from sources believed to be reliable.
RATIO
OF EARNINGS TO FIXED CHARGES AND PREFERENCE DIVIDENDS
Any time preferred shares are offered pursuant
to this prospectus, we will provide a table setting forth our ratio of earnings to fixed charges and preference dividends on a
historical basis in the applicable prospectus supplement, if required.
Use
of Proceeds
Unless otherwise indicated in a prospectus
supplement, we currently intend to use the net proceeds from the sale of the securities under this prospectus for working capital
to support our research and development, including clinical trials, and general corporate purposes.
We may also use a portion of the net proceeds
in connection with any exercise of co-development or co-promotion rights under our collaborations; however, no such rights are
currently exercisable. In addition, we may also use a portion of the net proceeds to acquire, license, and invest in complementary
products, technologies, or businesses; however, we currently have no agreements or commitments to complete any such transactions.
The amounts and timing of our actual expenditures
may vary significantly depending on numerous factors, including cash flows from operations, the anticipated growth of our business,
the progress of our development and commercialization efforts, and the status and results of our clinical trials, as well as results
from any ongoing collaborations and additional collaborations that we may enter into with third parties, and any unforeseen cash
needs. As a result, unless otherwise indicated in the prospectus supplement, our management will have broad discretion to allocate
the net proceeds of the offerings. More detailed information regarding use of proceeds will be described in the applicable prospectus
supplement.
We will not receive any proceeds from the
sale of our common stock by the selling stockholders.
Selling
Stockholders
This prospectus also relates to the possible
resale by certain of our stockholders, who we refer to in this prospectus as the “selling stockholders,” of up to an
aggregate maximum amount of 7,966,444 shares of our common stock that were issued and outstanding prior to the original filing
date of the registration statement of which this prospectus forms a part. The shares of common stock being offered by the selling
stockholders were either originally acquired through several private placements of our common stock, or are issuable to the selling
stockholders upon the exercise of warrants. We are registering the shares of common stock in order to permit the selling stockholders
to offer the shares for resale from time to time.
Information about the selling stockholders,
where applicable, including the amount of shares of common stock owned by each selling stockholder prior to the offering, the number
of shares of our common stock to be offered by each selling stockholder, and the amount of common stock to be owned by each selling
stockholder after completion of the offering, will be set forth in an applicable prospectus supplement, documents incorporated
by reference, or in a free writing prospectus we file with the SEC. The applicable prospectus supplement will also disclose whether
any of the selling stockholders has held any position or office with, has been employed by, or otherwise has had a material relationship
with us during the three years prior to the date of the prospectus supplement.
The selling stockholders will not sell any
common stock pursuant to this prospectus until we have identified such selling stockholders and the shares being offered for resale
by such selling stockholders in a prospectus supplement. However, the selling stockholders may sell or transfer all or a portion
of their common stock pursuant to any available exemption from the registration requirements of the Securities Act of 1933, as
amended (“Securities Act”).
Description
of capital stock
The following summary describes our capital
stock and the material provisions of our amended and restated articles of incorporation (the “Articles of Incorporation”)
and our amended and restated bylaws (“Bylaws”), and of Chapter 78 of the Nevada Revised Statutes (“NRS”).
Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete
description, you should refer to our Articles of Incorporation, and our Bylaws, copies of which are incorporated by reference as
exhibits to the registration statement of which this prospectus is a part.
General
Our
authorized capital stock consists of 900,000,000 shares of common stock, par value $0.0001, and 100,000,000 shares of preferred
stock, par value $0.0001. As of March 20, 2017, there were 114,676,233 shares of our common stock issued and outstanding, 555,555
shares of our common stock subject to outstanding warrants, and no shares of preferred stock issued or outstanding.
As of
March 20, 2017, there were approximately 60 holders of record of our common stock. This number does not include beneficial owners
whose shares are held by nominees in street name.
Common
Stock
Voting Rights
Each outstanding share of our common stock
entitles the holder thereof to one vote per share on all matters submitted to a stockholder vote. Our common stock does not carry
any cumulative voting rights. As a result, holders of a majority of the shares of our common stock voting for the election of directors
can elect all of our directors. At all meetings of stockholders, except where otherwise provided by statute or by our Articles
of Incorporation or our Bylaws, the presence in person or by proxy duly authorized by holders of not less than a majority of the
stockholding voting power shall constitute a quorum for the transaction of business. A vote by the holders of a majority of our
outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger, or an amendment to
our Articles of Incorporation.
Dividends
Holders of our common stock are entitled to
share in all dividends that our board of directors, in its discretion, declares from legally available funds.
Liquidation
In the event of liquidation, dissolution or
winding up, each outstanding share entitles its holder to participate
pro rata
in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having preference over our common stock.
Other Rights and Preferences
Holders of our common stock have no pre-emptive,
subscription, or conversion rights, and there are no redemption or sinking fund provisions applicable to our common stock. The
rights, preferences, and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of
the holders of shares of any series of preferred stock that we may designate and issue in the future.
Quotation
Our common stock is quoted on the OTCQB
tier of the marketplace maintained by OTC Markets Group Inc., under the symbol “CNBX.”
Indemnification
Our Articles of Incorporation limits the liability
of our directors and officers to the full extent permitted by the NRS and provides that we will indemnify each of our directors
and officers to the full extent permitted by the NRS. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling us under the foregoing provisions, we have been informed that in
the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Transfer Agent and Registrar
The transfer agent and registrar for our common
stock is ClearTrust, LLC, whose address is 16540 Pointe Village Dr., Suite 210, Lutz, Florida 33558 (telephone: 813-235-4490; e-mail:
inbox@cleartrusttransfer.com).
Preferred
Stock
Our board of directors has the authority,
without action by the stockholders, to designate and issue up to an aggregate of 100,000,000 shares of preferred stock in one or
more series. The board of directors can fix the rights, preferences, and privileges of the shares of each series and any of its
qualifications, limitations, or restrictions. Our board of directors may authorize the issuance of preferred stock with voting
or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance
of preferred stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate
purposes could, under certain circumstances, have the effect of delaying or preventing a change in control of Cannabics. In addition,
the issuance of preferred stock, depending on the rights and preferences associated with such stock, might harm the market price
of our common stock.
We are authorized to issue shares of preferred
stock in one or more series as may be determined by our board of directors, who may establish, from time to time, the number of
shares to be included in each series, may fix the designation, powers, preferences, and rights of the shares of each such series,
and any qualifications, limitations, or restrictions thereof without obtaining the affirmative vote or the written consent of our
stockholders. Any preferred stock so issued by our board of directors may rank senior to our common stock with respect to the payment
of dividends or amounts upon liquidation, dissolution, or winding up of Cannabics, or both. Under certain circumstances, the issuance
of preferred stock or the existence of unissued preferred stock might tend to discourage or render more difficult a merger or other
change of control. No shares of preferred stock are currently outstanding.
Our board of directors is empowered to authorize
and direct the payment of dividends to the holders of our preferred stock in shares of any class or series of our capital stock,
including shares of common stock, as it may determine, without obtaining the affirmative vote or the written consent of our stockholders.
The issuance of shares of preferred stock,
while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding
voting stock.
Registration
Rights
We are party to various subscription agreements,
the terms of which grant the holders of approximately 7,966,444 shares of our common stock, including 555,555 shares of our common
stock subject to outstanding warrants, the right to demand that we file a registration statement for their shares of our common
stock or request that their shares of our common stock be covered by a registration statement that we are otherwise filing. These
shares are referred to in this prospectus as “Registrable Securities.”
Demand Registration Rights
A holder of 1,111,110 shares of the Registrable
Securities has the right to demand that we file a registration statement to register all of its Registrable Securities.
Piggyback Registration Rights
If we propose to register any of our securities
for sale to the public under the Securities Act, by filing a registration statement, the holders of 6,855,334 shares of Registrable
Securities are entitled to receive notice of such registration and to request that we include their Registrable Securities for
resale in such registration statement.
Expenses of Registration; Indemnification
We are generally required to bear all registration
expenses incurred in connection with any offerings pursuant to the demand and piggyback registration rights described above, other
than underwriting commissions and discounts. The relevant subscription agreements contain customary indemnification provisions
with respect to registration rights.
Anti-takeover
Effects of Our Articles of Incorporation and Bylaws
Our Articles of Incorporation and Bylaws contain
certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring
control of Cannabics or changing our board of directors and management.
According to our Articles of Incorporation
and Bylaws, neither the holders of our common stock nor the holders of our preferred stock have cumulative voting rights in the
election of our directors. The present ownership by a single stockholder of a significant portion of our issued and outstanding
common stock and lack of cumulative voting make it more difficult for other stockholders to replace our board of directors or for
a third party to obtain control of Cannabics by replacing our board of directors.
The authorization of classes of common stock
or preferred stock with either specified voting rights or rights providing for the approval of extraordinary corporate action could
be used to create voting impediments or to frustrate persons seeking to effect a merger or to otherwise gain control of Cannabics
by diluting their stock ownership. In addition, the ability of our directors to distribute shares of any class or series (within
limits imposed by applicable law) as a dividend in respect of issued shares of preferred stock could be used to dilute the stock
ownership or voting rights of a person seeking to obtain control of Cannabics and effectively delay or prevent a change in control
without further action by the stockholders.
Nevada
Anti-Takeover laws
Business Combinations
The “business combination” provisions
of NRS 78.411 to 78.444, inclusive, prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination”
transactions with any interested stockholder for a period of three years after the date of the transaction in which the person
became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested
stockholder obtained such status; or after the expiration of the three-year period, unless:
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the transaction is approved by the board of directors or a majority of the voting power held by disinterested stockholders;
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if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per
share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination
or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common
stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is
higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.
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A “combination” is defined to
include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction
or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or
more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate
market value of all outstanding shares of the corporation, or (c) 10% or more of the earning power or net income of the corporation.
In general, an “interested stockholder”
is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporation's
voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may
discourage attempts to acquire Cannabics even though such a transaction may offer our stockholders the opportunity to sell their
stock at a price above the prevailing market price.
Control Share Acquisitions
The “control share” provisions
of NRS 78.378 to 78.3793, inclusive, which apply only to Nevada corporations with at least 200 stockholders, including at least
100 stockholders of record who are Nevada residents, and which conduct business directly or indirectly in Nevada, prohibit an acquirer,
under certain circumstances, from voting its shares of a target corporation's stock after crossing certain ownership threshold
percentages, unless the acquirer obtains approval of the target corporation's disinterested stockholders. The statute specifies
three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the
outstanding voting power. Once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired
within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested
stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring
person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting
rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures
established for dissenters’ rights.
DESCRIPTION
OF WARRANTS
We may issue warrants for the purchase of
preferred stock or common stock. Warrants may be issued independently or together with any preferred stock or common stock, and
may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement
to be entered into between a warrant agent specified in the agreement and us. The warrant agent will act solely as our agent in
connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any
holders or beneficial owners of warrants. This summary of some provisions of the securities warrants is not complete. You should
refer to the securities warrant agreement, including the forms of securities warrant certificate representing the securities warrants,
relating to the specific securities warrants being offered for the complete terms of the securities warrant agreement and the securities
warrants. The securities warrant agreement, together with the terms of the securities warrant certificate and securities warrants,
will be filed with the Securities and Exchange Commission in connection with the offering of the specific warrants.
The applicable prospectus supplement will
describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
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the title of the warrants;
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the aggregate number of the warrants;
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the price or prices at which the warrants will be issued;
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the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
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if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;
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the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
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the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;
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the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
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the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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if appropriate, a discussion of federal income tax consequences; and
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any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Warrants for the purchase of common stock
or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.
Upon receipt of payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable
prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented
by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Prior to the exercise of any securities warrants
to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the common stock
or preferred stock purchasable upon exercise, including in the case of securities warrants for the purchase of common stock or
preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon
exercise.
DESCRIPTION
OF UNITS
We may issue units consisting of any combination
of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit
certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent
will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus
supplement relating to a particular series of units.
The following description, together with the
additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may
offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to
be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms
of the units. Specific unit agreements will contain additional important terms and provisions, and we will file as an exhibit to
the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file
with the SEC, the form of each unit agreement relating to units offered under this prospectus.
If we offer any units, certain terms of that
series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:
Plan
of Distribution
We and the selling stockholders, if applicable,
may offer and sell the securities offered through this prospectus from time to time (1) to or through underwriters or dealers,
(2) directly to purchasers, including our affiliates, (3) through agents, or (4) through a combination of any of these methods.
The selling stockholders may sell their shares of our common stock covered by this prospectus in private transactions or under
Rule 144 under the Securities Act rather than pursuant to this prospectus. The securities may be distributed at (i) a fixed price
or prices, which may be changed, (ii) market prices prevailing at the time of sale, (iii) varying prices determined at the time
of sale related to the prevailing market prices, or (iv) negotiated prices.
The prospectus supplement relating to any
offering will include the following information:
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the terms of the offering;
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the names of any underwriters or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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the net proceeds from the sale of the securities;
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any underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or re-allowed or paid to dealers; and
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any commissions paid to agents.
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We may engage in at-the-market offerings into
an existing trading market in accordance with Rule 415(a)(4). Any at-the-market offering will be through an underwriter or underwriters
acting as principal or agent for us.
Sale
through Underwriters or Dealers
If underwriters are used in the sale, the
underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase
agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated
transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described
in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities
to the public either through underwriting syndicates represented by one or more managing underwriters, or directly by one or more
firms acting as underwriters. Unless otherwise indicated in a prospectus supplement, the obligations of the underwriters to purchase
the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities
if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers. The prospectus supplement will include the names of the principal underwriters,
the respective amount of securities underwritten, the nature of the obligation of the underwriters to take the securities, and
the nature of any material relationship between an underwriter and us.
Some or all of the securities that we offer
through this prospectus may be new issues of securities with no established trading market. Any underwriters to whom we sell securities
for public offering and sale may make a market in those securities, but they will not be obligated to do so, and they may discontinue
any market making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets
for, any securities offered pursuant to this prospectus.
If dealers are used in the sale of securities
offered through this prospectus, we or the selling stockholders will sell the securities to them as principals. They may then resell
those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will
include the names of the dealers and the terms of the transaction.
Direct
Sales and Sales through Agents
We or the selling stockholders may sell the
securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities
may also be sold through agents designated from time to time. The applicable prospectus supplement will name any agent involved
in the offer or sale of the offered securities and will describe any commissions payable to the agent by us or the selling stockholders.
Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases
for the period of its appointment.
We or the selling stockholders may sell the
securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities
Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Market
Making, Stabilization and Other Transactions
Unless the applicable prospectus supplement
states otherwise, each offered security will be a new issue and will have no established trading market, with the exception of
our common stock. We may elect to list any offered securities on an exchange. Any underwriters that we or the selling stockholders
use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time
without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets for, any securities offered
pursuant to this prospectus.
Any underwriter may also engage in stabilizing
transactions, syndicate covering transactions, and penalty bids in accordance with Rule 104 under the Securities Exchange Act of
1934, as amended. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose
of pegging, fixing, or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities
in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim
a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate
covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions, and penalty
bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may,
if they commence these transactions, discontinue them at any time.
Derivative
Transactions and Hedging
We, the underwriters or other agents may engage
in derivative transactions involving the securities. These derivatives may consist of short sale transactions and other hedging
activities. The underwriters or agents may acquire a long or short position in the securities, hold or resell securities acquired,
and purchase options or futures on the securities and other derivative instruments with returns linked to or related to changes
in the price of the securities. In order to facilitate these derivative transactions, we may enter into security lending or repurchase
agreements with the underwriters or agents. The underwriters or agents may effect the derivative transactions through sales of
the securities to the public, including short sales, or by lending the securities in order to facilitate short sale transactions
by others. The underwriters or agents may also use the securities purchased or borrowed from us or others (or, in the case of derivatives,
securities received from us in settlement of those derivatives) to directly or indirectly settle sales of the securities or close
out any related open borrowings of the securities.
Electronic
Auctions
We or the selling stockholders may also make
sales through the Internet or through other electronic means. Since we or the selling stockholders may from time to time elect
to offer securities directly to the public, with or without the involvement of agents, underwriters, or dealers, utilizing the
Internet or other forms of electronic bidding or ordering systems for the pricing and allocation of such securities, you should
pay particular attention to the description of that system we will provide in a prospectus supplement.
Such electronic system may allow bidders to
directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to
acceptance by us, and which may directly affect the price or other terms and conditions at which such securities are sold. These
bidding or ordering systems may present to each bidder, on a so-called “real-time” basis, relevant information to assist
in making a bid, such as the clearing spread at which the offering would be sold, based on the bids submitted, and whether a bidder’s
individual bids would be accepted, prorated or rejected.
Upon completion of such an electronic auction
process, securities will be allocated based on prices bid, terms of bid or other factors. The final offering price at which securities
would be sold and the allocation of securities among bidders would be based in whole or in part on the results of the Internet
or other electronic bidding process or auction.
General
Information
Agents, underwriters, and dealers may be entitled,
under agreements entered into with us, to indemnification by us or the selling stockholders against certain liabilities, including
liabilities under the Securities Act. Agents, dealers, and underwriters may engage in transactions with or perform services for
us in the ordinary course of their businesses.
Legal
Matters
The validity of the issuance of the securities
offered by this prospectus will be passed upon for us by SRK Kronengold Law Office, of Rehovot, Israel. If the validity of any
securities is also passed upon by counsel for the underwriters of an offering of those securities, that counsel will be named in
the prospectus supplement relating to that offering.
Experts
The financial statements of Cannabics appearing
in our Annual Report on Form 10-K for the fiscal years ended August 31, 2016 and 2015 (i) have been audited by Weinberg & Baer
LLC, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph
regarding the Company’s ability to continue as a going concern), (ii) are incorporated herein by reference, and (iii) are
given on the authority of said firm as experts in auditing and accounting.
No expert or counsel named in this prospectus
as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency
basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in Cannabics,
nor was any such expert connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or
employee.
WHERE
YOU CAN FIND MORE INFORMATION
We file reports, proxy statements, and other
information with the SEC. Information filed with the SEC by us can be inspected and copied at the Public Reference Room maintained
by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public
Reference Section of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room
in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains reports,
proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address
of that website is http://www.sec.gov.
Our web site address is www.cannabics.com.
The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus.
This prospectus and any prospectus supplement
are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement.
The full registration statement may be obtained from the SEC or us, as provided below. Other documents establishing the terms of
the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus
supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to
which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect
a copy of the registration statement at the SEC’s Public Reference Room in Washington, D.C. or through the SEC’s website,
as provided above.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by
reference” information into this prospectus, which means that we can disclose important information to you by referring you
to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus,
and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained
in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained in this prospectus modifies or replaces that statement.
We incorporate by reference our documents
listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, between the date of this prospectus and the termination of the offering of the securities described in
this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed
below or filed in the future, that are not deemed “filed” with the SEC, including our Compensation Committee report
and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant
to Item 9.01 of Form 8-K:
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our Annual Report on Form 10-K for the fiscal year ended August 31, 2016, filed with the SEC on December 13, 2016;
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the amendment to our Annual Report on Form 10-K for the fiscal year ended August 31, 2016, filed with the SEC on March 15,
2017;
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our Quarterly Report on Form 10-Q for the three months ended November 30, 2016, filed with the SEC on January 17, 2017;
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our Periodic Report on Form 8-K, filed with the SEC on December 13, 2016; and
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the description of our common stock contained in our registration statement on Form 8-A, dated January 12, 2007, filed with
the SEC on January 16, 2007, and any amendment or report filed with the SEC for the purpose of updating the description.
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We will furnish without charge to each person
to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference
into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference
into such documents. You should direct any requests for documents to:
Cannabics Pharmaceuticals Inc.
# 3 Bethesda Metro Center
Suite 700
Bethesda, MD 20814
Attention: General Counsel
Telephone: (877) 424-2429
5,055,555 Shares of Common Stock
CANNABICS
PHARMACEUTICALS INC.
PROSPECTUS SUPPLEMENT
May 9, 2017
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