Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

CNBX Pharmaceuticals Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

13764M209

(CUSIP Number)

December 31, 2023

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

^*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1.	NAMES OF REPORTING PERSONS 3i, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 3,319,791 (1)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 3,319,791 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,319,791 (1)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1) Based on 31,111,352 shares of common stock, par value $0.0001 per share, of the issuer (the “Common Stock”), as disclosed in the issuer’s Quarterly Report on Form 10-Q for the fiscal period ended November 30, 2023, filed with the U.S. Securities and Exchange Commission on January 12, 2024 (the “Form 10-Q”). As more fully described in Item 4 of this Amendment No. 1 to Statement on Schedule 13G (this “Amendment”), such shares and percentage do not give effect to the shares of Common Stock issuable upon full conversion of a senior secured convertible note (the “Note”) held by the reporting person, which conversion is subject to a 9.99% beneficial ownership blocker.

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1.	NAMES OF REPORTING PERSONS 3i Management LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 3,319,791 (1)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 3,319,791 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,319,791 (1)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (1)
12.	TYPE OF REPORTING PERSON (see instructions) OO

(1) Based on 31,111,352 shares of Common Stock, as disclosed in the Form 10-Q. As more fully described in Item 4 of this Amendment, such shares and percentage do not give effect to the shares of Common Stock issuable upon full conversion of the Note indirectly held by the reporting person, which conversion is subject to a 9.99% beneficial ownership blocker.

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1.	NAMES OF REPORTING PERSONS Maier Joshua Tarlow
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 3,319,791 (1)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 3,319,791 (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,319,791 (1)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (1)
12.	TYPE OF REPORTING PERSON (see instructions) IN

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This Amendment No. 1 to Statement on Schedule 13G (this “Amendment”) amends and supplements the Statement on Schedule 13G filed by the reporting persons with the U.S. Securities and Exchange Commission (“SEC”) on March 6, 2023 (the “Statement”). The purpose of this Amendment is to update the beneficial ownership information on the cover pages and in Item 4 in the Statement, as well as to amend Item 2(b) of the Statement.

Item 1(a). Name of Issuer:

CNBX Pharmaceuticals Inc. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at #3 Bethesda Metro Center, Suite 700, Bethesda, MD 20814.

Item 2(a). Names of Persons Filing:

This Amendment is filed by:

	(i)	3i, LP, a Delaware limited partnership (“3i”);

	(ii)	3i Management LLC, a Delaware limited liability company (“3i Management”); and

	(iii)	Maier Joshua Tarlow (“Mr. Tarlow”).

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement, filed by the Reporting Persons with the SEC on March 6, 2023, pursuant to which they have agreed to file this Amendment and all subsequent amendments to the Statement jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

The filing of this Amendment should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is 2 Wooster Street, 2^nd Floor, New York, NY 10013.

Item 2(c). Citizenship:

3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.

Item 2(d). Title of Class of Securities:

The title of the class of securities to which this Amendment and the Statement relates is the Issuer’s common stock, par value $0.0001 per share.

Item 2(e). CUSIP Number: 13764M209

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Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned:

●

3i – 3,319,791

●

3i Management – 3,319,791

●

Mr. Tarlow – 3,319,791

(b) Percent of class:

●

3i – 9.9%

●

3i Management – 9.9%

●

Mr. Tarlow – 9.9%

●

(i)

Sole power to vote or direct the vote - 0

(ii)

Shared power to vote or direct the vote - 3,319,791

(iii)

Sole power to dispose or to direct the disposition of - 0

(iv)

Shared power to dispose or to direct the disposition of - 3,319,791

●

3i Management

(i)

Sole power to vote or direct the vote - 0

(ii)

Shared power to vote or direct the vote - 3,319,791

(iii)

Sole power to dispose or to direct the disposition of - 0

(iv)

Shared power to dispose or to direct the disposition of - 3,319,791

●

Mr. Tarlow

(i)

Sole power to vote or direct the vote - 0

(ii)

Shared power to vote or direct the vote - 3,319,791

(iii)

Sole power to dispose or to direct the disposition of - 0

(iv)

Shared power to dispose or to direct the disposition of – 3,319,791

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below each of the Reporting Persons certify that, to the best of each of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2024	3i, LP

	By:	3i Management LLC,
		its General Partner

	By:	/s/ Maier J. Tarlow
		Name: Maier J. Tarlow
		Title: Manager

	3i Management LLC

	By:	/s/ Maier J. Tarlow
		Name: Maier J. Tarlow
		Title: Manager

	/s/ Maier J. Tarlow
	Maier J. Tarlow

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LIST OF EXHIBITS

Exhibit No.		Description

1		Joint Filing Agreement, dated March 6, 2023 (incorporated by reference to Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on March 6, 2023).