Cover
Cover | 3 Months Ended |
Nov. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | CANNABICS PHARMACEUTICALS INC. |
Entity Central Index Key | 0001343009 |
Entity Tax Identification Number | 20-3373669 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | # 3 Bethesda Metro Center, Suite 700 |
Entity Address, City or Town | Bethesda |
Entity Address, State or Province | MD |
Entity Address, Postal Zip Code | 20814 |
City Area Code | (877) |
Local Phone Number | 424-2429 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Nov. 30, 2021 | Aug. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 786,414 | $ 1,386,472 |
Prepaid expenses and other receivables | 178,172 | 204,375 |
Total current assets | 964,586 | 1,590,847 |
Available for sale Investment | 564,007 | 845,218 |
Equipment, net | 591,586 | 642,896 |
Total assets | 2,120,179 | 3,078,961 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 200,449 | 177,505 |
Convertible loan | 1,068,664 | 871,896 |
Due to a related party | 223,645 | 223,645 |
Total current liabilities | 1,492,758 | 1,273,046 |
Stockholders' equity (deficit): | ||
Preferred stock, $.0001 par value, 100,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $.0001 par value, 900,000,000 shares authorized, 148,661,247 shares issued and outstanding at November 30, 2021 And outstanding at August 31, 2021 | 14,475 | 14,475 |
Additional paid-in capital | 17,489,100 | 17,063,363 |
Issuance of warrants | 3,459,510 | 3,459,510 |
Other comprehensive loss | (2,186,926) | (1,905,715) |
Accumulated deficit | (18,148,738) | (16,825,718) |
Total stockholders' equity (deficit) | 627,421 | 1,805,914 |
Total liabilities and stockholders' equity | $ 2,120,179 | $ 3,078,961 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Nov. 30, 2021 | Aug. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 148,661,247 | 148,661,247 |
Common stock, shares outstanding | 148,661,247 | 148,661,247 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Operating expenses: | ||
Research and development expense | $ 440,044 | $ 433,730 |
Sales and marketing expenses | 3,820 | 7,551 |
General and administrative expenses | 666,485 | 218,451 |
Total operating expenses | 1,110,349 | 659,732 |
Loss from operations | (1,110,349) | (659,732) |
Other (Loss) Income | ||
Financial (Loss) Income | (212,670) | 4,965 |
Net loss | (1,323,020) | (654,767) |
Income (Loss) from available for sale assets | (281,211) | 113,087 |
Total comprehensive (income) loss | $ (1,604,231) | $ (541,680) |
Net loss per share - basic and diluted: | $ (0.01) | $ (0.005) |
Weighted average number of shares outstanding - Basic and Diluted | 144,727,585 | 131,105,839 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Warrant [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Aug. 31, 2020 | $ 13,508 | $ 15,372,311 | $ 2,784,387 | $ (2,774,411) | $ (13,631,271) | $ 1,764,524 |
Beginning balance, shares at Aug. 31, 2020 | 135,080,441 | |||||
Issuance of common stock for services. | $ 16 | 32,984 | 33,000 | |||
Issuance of common stock for services., Shares | 157,143 | |||||
Other comprehensive loss | 113,087 | 113,087 | ||||
Net loss | (654,767) | (654,767) | ||||
Ending balance, value at Nov. 30, 2020 | $ 13,524 | 15,405,295 | 2,784,387 | (2,661,324) | (14,286,038) | 1,255,844 |
Ending balance, shares at Nov. 30, 2020 | 135,237,584 | |||||
Beginning balance, value at Aug. 31, 2021 | $ 14,475 | 17,063,363 | 3,459,510 | (1,905,715) | (16,825,718) | 1,805,914 |
Beginning balance, shares at Aug. 31, 2021 | 144,747,584 | |||||
Share based payment | 425,737 | 425,737 | ||||
Other comprehensive loss | (281,211) | (281,211) | ||||
Net loss | (1,323,020) | (1,323,020) | ||||
Ending balance, value at Nov. 30, 2021 | $ 14,475 | $ 17,489,100 | $ 3,459,510 | $ (2,186,296) | $ (18,148,738) | $ 627,421 |
Ending balance, shares at Nov. 30, 2021 | 144,747,584 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Cash flows from operating activities: | ||
Net Loss | $ (1,323,020) | $ (654,767) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 51,823 | 57,505 |
Royalties receivables valuation | 0 | 0 |
Stock issued for services | 0 | 33,000 |
Profit from held for trading investments | 0 | 0 |
Share based payment | 425,737 | 0 |
Changes in operating assets and liabilities: | 196,768 | 0 |
Decrease (increase) Accounts Receivable and prepaid expenses | 26,203 | (16,275) |
Increase (decrease) Accounts payable and accrued liabilities | 22,944 | (12,100) |
Net cash used in operating activities | (599,545) | (592,637) |
Cash flows from investing activities: | ||
Realization of Held for trading Investments | 0 | 0 |
Acquisition of equipment | (513) | (943) |
Net cash used in investing activities | (513) | (943) |
Net increase (Decrease) in cash | (600,058) | (593,580) |
Cash and cash equivalents at beginning of the Period | 1,386,472 | 777,611 |
Cash and cash equivalents at end of the Period | $ 786,414 | $ 184,031 |
Note 1_ Nature of Business, Pre
Note 1– Nature of Business, Presentation and Going Concern | 3 Months Ended |
Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 1– Nature of Business, Presentation and Going Concern | Note 1– Nature of Business, Presentation and Going Concern Organization Cannabics Pharmaceuticals Inc. (the “Company”), was incorporated in the State of Nevada, on September 15, 2004, under the name of Thrust Energy Corp. On September 30, 2010, we increased our authorized capital to 900 .0001 .0001 20-for-1 On April 25, 2014, the Company experienced a change in control. Cannabics, Inc. (“Cannabics”) acquired a majority of the issued and outstanding common stock of the Company in accordance with stock purchase agreements. On the closing date, April 25, 2014, pursuant to the terms of the Stock Purchase Agreement, Cannabics purchased 41,000,000 shares of the Company’s outstanding restricted common stock for $198,000, representing 51%. On May 21, 2014, the Company changed its name, via merger in the state of Nevada, to Cannabics Pharmaceuticals Inc. The Company’s principal offices are in Bethesda, Maryland. The Company changed its course of business to laboratory research and development. On June 19, 2014, FINRA granted final approval of Change of Name & Ticker Symbol of the Corporation from American Mining Corporation to CANNABICS PHARMACEUTICALS INC., with the new Ticker Symbol of “CNBX”. Said approval was predicated upon Cannabics Pharmaceuticals Inc.’s filing of Articles of Merger with American Mining Corporation with the Nevada Secretary of State on May 21st, 2014. Under the laws of the State of Nevada, Cannabics Pharmaceuticals Inc. was merged with and into the Registrant, with the Registrant being the surviving entity. The Merger was completed under Section 92A.180 of the Nevada Revised Statutes, Chapter 92A, as amended, and as such, does not require the approval of the stockholders of either the Registrant or Cannabics Pharmaceuticals Inc. On August 25, 2014, the Company organized G.R.I.N. Ultra Ltd. (“GRIN”), an Israeli corporation, as a wholly-owned subsidiary. GRIN will provide research and development activities for the Company’s products in Israel. On July 24, 2017, the Company announced its establishment of a genetics laboratory to develop diagnostic tools based on human genome, tumor genetics and specific cannabinoids. On August 20 th in-vivo On October 18 th Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year. These unaudited financial statements should be read in conjunction with our August 31, 2021 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 29 th Principles of Consolidation The consolidated financial statements include the accounts of the Company and GRIN and Digestix Inc. All significant inter-company balances and transactions have been eliminated in consolidation. Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $ 1,323,020 18,148,738 The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts. Research and Development Costs The Company accounts for research and development costs in accordance with Accounting Standards Codification 730 “Research and Development” (“ASC 730”). ASC 730 requires that research and development costs be charged to expense when incurred. Research and development costs charged to expense were $ 440,044 433,730 Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported. |
Note 2 _ Related Party Transact
Note 2 – Related Party Transactions | 3 Months Ended |
Nov. 30, 2021 | |
Related Party Transactions [Abstract] | |
Note 2 – Related Party Transactions | Note 2 – Related Party Transactions During the three months ending November 30, 2021, the Company paid $ 125,815 105,000 The Company had a balance outstanding at November 30, 2021 and at November 30, 2020 of $ 223,645 |
Note 3 _ Stockholders_ Equity (
Note 3 – Stockholders’ Equity (Deficit) | 3 Months Ended |
Nov. 30, 2021 | |
Equity [Abstract] | |
Note 3 – Stockholders’ Equity (Deficit) | Note 3 – Stockholders’ Equity (Deficit) Authorized Shares The Company is authorized to issue up to 900,000,000 .0001 On November 1 st 4,500,000 a. 2,000,000 2,000,000 0.0001 b. 2,500,000 2,500,000 0.0001 th The fair value of the Company’s share options granted to directors and service providers for the three months ended November 2021 was estimated using the Black-Scholes model using the following assumptions: Schedule of Stock Options Assumptions Dividend yield (%) – Expected volatility of the share prices (%) 111 Risk-free interest rate (%) 0.14 Expected life of share options (years) 1 Share price 0.14 |
Note 4 _ Commitments and Contin
Note 4 – Commitments and Contingencies | 3 Months Ended |
Nov. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 4 – Commitments and Contingencies | Note 4 – Commitments and Contingencies We lease the property of our corporate office in Tel Aviv, the monthly lease is $3,500-, our current lease expires March 31 st We lease the property of our laboratory in Rehovot, Israel, the monthly lease is $6,500 per month. Our current lease terminates at the end of February 2024, though we have a two additional one year option, which management intends to execute prior to that time. On March 8 th, |
Number of shares issued
Number of shares issued | Oct. 03, 2021shares |
Statement of Stockholders' Equity [Abstract] | |
Number of shares issued | 11,000,000 |
Note 6 _ Subsequent events
Note 6 – Subsequent events | 3 Months Ended |
Nov. 30, 2021 | |
Subsequent Events [Abstract] | |
Note 6 – Subsequent events | Note 6 – Subsequent events On December 12 th On February 4, 2022 the company’s holdings in Sativus Tech Corp (formerly known as Seedo Corp) was valued at $2289,913. The Company defaulted on $1,375,000 of secured notes in December 2021. On February 15, 2022, the Company and its secured lender entered into a forbearance agreement pursuant to which the lender agreed to forbear from exercising default-related rights and remedies against us until the earliest of: (i) the date on which the lender delivers to the Company a written notice terminating the forbearance period, which notice may be delivered at any time upon or after the occurrence of any forbearance default, (ii) the date the Company repudiates or asserts any defense to any obligation or other liability under or in respect of the Forbearance Agreement or related transaction documents or applicable law, or makes or pursues any claim or cause of action against the lender, and (iii) March 7, 2022. The Company has evaluated subsequent events through the date the financial statements were issued and filed with the SEC and has determined that there are no other such events that warrant disclosure or recognition in the financial statements. |
Note 1_ Nature of Business, P_2
Note 1– Nature of Business, Presentation and Going Concern (Policies) | 3 Months Ended |
Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year. These unaudited financial statements should be read in conjunction with our August 31, 2021 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 29 th |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and GRIN and Digestix Inc. All significant inter-company balances and transactions have been eliminated in consolidation. |
Research and Development Costs | Research and Development Costs The Company accounts for research and development costs in accordance with Accounting Standards Codification 730 “Research and Development” (“ASC 730”). ASC 730 requires that research and development costs be charged to expense when incurred. Research and development costs charged to expense were $ 440,044 433,730 |
Reclassifications | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported. |
Note 3 _ Stockholders_ Equity_2
Note 3 – Stockholders’ Equity (Deficit) (Tables) | 3 Months Ended |
Nov. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stock Options Assumptions | Schedule of Stock Options Assumptions Dividend yield (%) – Expected volatility of the share prices (%) 111 Risk-free interest rate (%) 0.14 Expected life of share options (years) 1 Share price 0.14 |
Note 1_ Nature of Business, P_3
Note 1– Nature of Business, Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Nov. 30, 2021 | Nov. 30, 2020 | Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Stockholders' Equity, Reverse Stock Split | 20-for-1 | ||
Net loss | $ 1,323,020 | $ 654,767 | |
Accumulated losses | 18,148,738 | $ 16,825,718 | |
Research and development expenses | $ 440,044 | $ 433,730 |
Note 2 _ Related Party Transa_2
Note 2 – Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Salaries expense | $ 125,815 | $ 105,000 |
Due to related party | $ 223,645 | $ 223,645 |
Note 3 - Stockholders' Equity (
Note 3 - Stockholders' Equity (Deficit) (Details) | 3 Months Ended |
Nov. 30, 2021$ / shares | |
Equity [Abstract] | |
Dividend yield | 0.00% |
Expected volatility of the share prices | 111.00% |
Risk-free interest rate | 0.14% |
Expected life of share options (years) | 1 year |
Share price | $ 0.14 |
Note 3 _ Stockholders_ Equity_3
Note 3 – Stockholders’ Equity (Deficit) (Details Narrative) - $ / shares | 3 Months Ended | |
Nov. 30, 2021 | Aug. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Options issued | 4,500,000 | |
Board Members And Advisor [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Options issued | 2,000,000 | |
Ordinary shares | 2,000,000 | |
Exercise price | $ 0.0001 | |
Board of Directors Chairman [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Options issued | 2,500,000 | |
Ordinary shares | 2,500,000 | |
Exercise price | $ 0.0001 |
Note 4 _ Commitments and Cont_2
Note 4 – Commitments and Contingencies (Details Narrative) | Oct. 03, 2021shares |
Commitments and Contingencies Disclosure [Abstract] | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 11,000,000 |