Can B Corp 10-Q for FY2024 Q3

Can B Corp (NASC)

10-Q 2024-11-19 For: 2024-09-30

Added on April 06, 2026

About this 10-Q

Can B Corp filed this 10-Q on November 19, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $15.27K; down 96.4% from $418.96K a year earlier
Net loss: $3.26M; compared with a net loss of $4.17M a year earlier
Diluted EPS: -$0.05; compared with -$0.36 a year earlier

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Tile of each class		Trading Symbol(s)		Name of each exchange on which registered
None		CANB		N/A

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging Growth Company	☐
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		Page
		No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited) – September 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations (unaudited) – Three and Nine Months Ended September 30, 2024 and 2023	4
	Condensed Consolidated Statement of Stockholders’ Equity (Deficit) (unaudited) Three and Nine Months Ended September 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows (unaudited) – Nine Months Ended September 30, 2024 and 2023	7
	Condensed Notes to Unaudited Consolidated Financial Statements.	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4	Controls and Procedures.	23
	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	23
Item A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	25
Item 6.	Exhibits	25

	September 30,			December 31,
	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	7,879		$	34,006
Accounts receivable, less allowance for doubtful accounts of $4,774,088 and $2,818,395, respectively		1,419,978			3,723,344
Inventory		155,917			1,619,542
Prepaid expenses and other current assets		10,065			4,137
Total current assets		1,593,839			5,381,029

Other assets:
Deposits		245,755			235,418
Intangible assets, net		-			95,144
Property and equipment, net		-			4,106,283
Right of use assets, net		-			295,151
Other noncurrent assets		16,555			13,139
Total other assets		262,310			4,745,135

Total assets	$	1,856,149		$	10,126,164

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	2,630,697		$	1,997,643
Due to related party		457,850			357,243
Notes and loans payable, net		8,555,243			9,372,714
Warrant liabilities		-			1,766
Operating lease liability - current		-			254,391
Total current liabilities		11,643,790			11,983,757

Total liabilities		11,643,790			11,983,757

Commitments and contingencies (Note 12)		-			-

Stockholders’ equity (deficit):
Preferred stock, authorized 5,000,000 shares:
Series A Preferred stock, no par value: 20 shares authorized, 5 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		5,320,000			5,320,000
Series C Preferred stock, $0.001 par value: 2,000 shares authorized, 1,100 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		2,900,039			2,900,039
Series D Preferred stock, $0.001 par value: 4,000 shares authorized, 4,000 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		4			4
Preferred stock, value		4			4

Common stock, no par value; 1,500,000,000 shares authorized, 70,122,981 and 32,753,196 issued and outstanding at September 30, 2024 and December 31, 2023, respectively		84,818,600			82,459,880
Common stock issuable, no par value; 36,248 shares at September 30, 2024 and December 31, 2023, respectively		119,586			119,586
Treasury stock		(572,678	)		(572,678	)
Additional paid-in capital		11,559,910			10,396,274
Accumulated deficit		(113,933,102	)		(102,480,698	)
Total stockholders’ equity (deficit)		(9,787,641	)		(1,857,593	)

Total liabilities and stockholders’ equity (deficit)	$	1,856,149		$	10,126,164

	2024			2023			2024			2023
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenues
Product sales	$	-		$	196,082		$	-		$	1,259,972
Service revenue		15,269			222,875			656,652			518,883
Total revenues		15,269			418,957			656,652			1,778,855
Cost of revenues		415,816			1,235,647			2,274,448			2,694,649
Gross profit		(400,547	)		(816,690	)		(1,617,796	)		(915,794	)
Selling, general and administrative		2,432,413			2,761,523			5,294,307			5,918,933
Loss on sale of assets		-			-			3,142,769			-

Total operating expenses		2,432,413			2,761,523			8,437,076			5,918,933

Loss from operations		(2,832,960	)		(3,578,213	)		(10,054,872	)		(6,834,727	)

Other income (expense):
Change in fair value of warrant liability		-			-			1,766			180,468
Interest expense		(430,173	)		(585,417	)		(1,399,721	)		(1,335,799	)
Other income (expense)		521			(1,747	)		423			68,227
Other income (expense)		(429,652	)		(587,164	)		(1,397,532	)		(1,087,104	)

Loss before provision for income taxes		(3,262,612	)		(4,165,377	)		(11,452,404	)		(7,921,831	)

Provision for income taxes		-			-			-			9,596

Net loss	$	(3,262,612	)	$	(4,165,377	)	$	(11,452,404	)	$	(7,931,427	)

Loss per share - basic and diluted	$	(0.05	)	$	(0.36	)	$	(0.22	)	$	(1.08	)
Weighted average shares outstanding - basic and diluted		65,435,733			11,589,937			52,526,379			7,358,006

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
	Series A				Series B				Series C				Series D								Common		Treasury					Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Stock		Stock					Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
Balance, June 30, 2024		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		61,872,981	$	84,591,075	$	119,586		36,248	$	(572,678	)	$	11,559,910	$	(110,670,490	)	$	(6,752,554	)

Issuance of common stock for payables		-		-		-		-		-		-		-		-		6,500,000		97,500		-		-		-			-		-			97,500

Issuance of common stock in lieu of note repayments		-		-		-		-		-		-		-		-		1,750,000		130,025		-		-		-			-		-			130,025
Net loss		-		-		-		-		-		-		-		-		-		-				-		-			-		(3,262,612	)		(3,262,612	)

Balance, September 30, 2024		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		70,122,981	$	84,818,600	$	119,586		36,248	$	(572,678	)	$	11,559,910	$	(113,933,102	)	$	(9,787,641	)

Balance, June 30, 2023		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		5,700,792	$	80,300,211	$	119,586		36,248	$	(572,678	)	$	8,944,609	$	(96,456,884	)	$	554,887

Issuance of common stock for payables		-		-		-		-		-		-		-		-		2,004,510		321,887		-		-		-			-		-			321,887
Issuance of common stock for inventory		-		-		-		-		-		-		-		-		675,000		175,500		-		-		-			-		-			175,500
Issuance of common stock for legal settlement		-		-		-		-		-		-		-		-		45,835		7,792		-		-		-			-		-			7,792
Issuance of common stock in lieu of note repayments		-		-		-		-		-		-		-		-		8,795,461		1,029,942		-		-		-			-		-			1,029,942

Issuance of common stock for wages and salaries		-		-		-		-		-		-		-		-		6,940,118		589,216		-		-		-			-		-			589,216

Issuance of common stock in lieu of interest payments		-		-		-		-		-		-		-		-		2,085,134		254,090		-		-		-			-		-			254,090
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-			1,451,665		-			1,451,665
Net loss		-		-		-		-		-		-		-		-		-		-				-		-			-		(4,165,377	)		(4,165,377	)

Balance, September 30, 2023		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		26,246,850	$	82,678,638	$	119,586		36,248	$	(572,678	)	$	10,396,274	$	(100,622,261	)	$	219,602

	Level 1		Level 2		Level 3		Total
As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	1,766	$	1,766

As of
	September 30, 2024			December 31, 2023
Stock price	$	0.013		$	0.07
Exercise price	$	6.40		$	6.40
Remaining term (in years)		2.75			3.50
Volatility		188.4	%		171.8	%
Risk-free rate		3.58	%		3.84	%
Expected dividend yield		—	%		—	%
Warrant measurement input		—	%		—	%

Warrant liabilities
Estimated fair value at December 31, 2022	$	203,043
Issuance of warrant liabilities		-
Change in fair value		(180,468	)
Estimated fair value at September 30, 2023	$	123,625

Estimated fair value at December 31, 2023	$	1,766
Estimated fair value at beginning balance	$	1,766


Change in fair value		(1,766	)
Estimated fair value at September 30, 2024	$	-
Estimated fair value at ending balance	$	-

	●	in consideration of an increase in the aggregate principal amount by $10,000 and an increase in the interest rate to 18% per annum, the holder of notes in the aggregate principal amount of $150,000 agreed to waive his right to require the Company to repay a $50,000 note upon the Company’s receipt of $1,500,000 of financing and extend maturity dates from November 18, 2021 and January 22, 2023 to September 1, 2023;

	●	in consideration of the Company’s agreement to provide a product credit for future orders of $50,000, the holder of a promissory note in the principal amount of $150,000 agreed to extend the maturity date from August 10, 2022 to September 1, 2023;

	●	the maturity date of a promissory note in the principal amount of $1,250,000 was extended from August 12, 2022 until the earlier of September 1, 2023 or the date that the Company completes an offering resulting in an uplisting of its common stock to the Nasdaq Capital Market; and

	●	in consideration of the repayment of a total of $232,500 under the notes, the holders of promissory notes in the aggregate principal amount of $435,000 issued in October and November 2022 that bore interest at 18% per annum and were past due agreed to exchange the notes for new notes that matured on September 1, 2023 and bear interest at 15% per annum;

	September 30, 2024			September 30, 2023
Per share fair value at grant date	$	0.036-0.05		$	-
Risk free interest rate		4.12%-4.30	%		-
Expected volatility		224	%		-	%
Dividend yield		0	%		-	%
Expected life in years		5			-

	Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding, January 1, 2024		12,223,331	$	3.08		3.89
Granted		27,019,284		0.04		5.00
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding, September 30, 2024		39,242,615	$	0.99		3.00

Exhibit		Description
2.1		Share Purchase Agreement with Prosperity Systems, Inc., dated January 5, 2015(2)
2.2		Membership Purchase Agreement with Pure Health Products(6)
2.3		Green Grow Stock Purchase Agreement(4)
2.4		Green Grow Modification Agreement(1)
2.5		Agreement and Plan of Merger dated October 23, 2025 among Can B Corp., Nascent Pharma Holdings, Inc. and Nascent Merger Sub, Inc.(27)
3.1		Articles of Incorporation, as amended(1)
3.2		Bylaws(2)
3.3		Articles of Merger effective October 25, 2024(27)
4.1		Articles of Amendment designating Series A Preferred Stock rights, as amended(9)
4.2		Articles of Amendment designating Series B Preferred Stock rights(1)
4.3		Articles of Amendment designating Series C Preferred Stock rights(7)
4.4		Articles of Amendment designating Series D Preferred Stock rights(10)
10.1		Employment Agreement with Marco Alfonsi dated December 29, 2020(10)
10.2		Employment Agreement with Stanley L. Teeple dated December 29, 2020(10)
10.3		Employment Agreement with Pasquale Ferro dated December 29, 2020(10)
10.4		Employment Agreement with Phil Scala dated December 29, 2020(10)
10.5		Commission Agreement with Andrew Holtmeyer(10)
10.6		Employment Agreement with Bradley Lebsock(10)
10.7		Memorandum of Understanding with Sam International and ZetrOZ Systems LLC(3)
10.8		Can B̅ Corp. 2020 Incentive Stock Option Plan(8)
10.9		Arena Securities Purchase Agreement(10)
10.10		ASOF Original Issue Discount Senior Secured Convertible Promissory Note(10)
10.11		ASOF Warrant to Purchase Common Stock(10)
10.12		ASOP Original Issue Discount Senior Secured Convertible Promissory Note(10)
10.14		ASOP Warrant to Purchase Common Stock(10)
10.15		Arena Security Agreement(10)
10.16		Arena Intellectual Property Security Agreement(10)
10.17		Arena Registration Rights Agreement(10)
10.18		Arena Holding Escrow Agreement(10)
10.19		Arena Guaranty Agreement from Company Subsidiaries(10)
10.20		Amendment to 2020 ASOF Promissory Note(11)
10.21		Amendment to 2020 ASOP Promissory Note(11)
10.22		2021 Arena Securities Purchase Agreement(11)
10.23		2021 ASOF Original Issue Discount Senior Secured Convertible Promissory Note(11)
10.24		2021 ASOF Warrant to Purchase Common Stock(11)
10.25		2021 ASOP Original Issue Discount Senior Secured Convertible Promissory Note(11)
10.26		2021 ASOP Warrant to Purchase Common Stock(11)
10.27		2021 Arena Registration Rights Agreement(11)
10.28		2021 Addendum to Arena Security Agreement(11)
10.29		2021 Addendum to Arena Intellectual Property Security Agreement(11)
10.30		2021 Addendum to Arena Guaranty Agreement from Company Subsidiaries(11)
10.31		Asset Acquisition Agreement with Imbibe(10)
10.32		Equipment Acquisition Agreement with TWS(12)
10.33		Promissory Note to TWS(12)
10.34		Asset Purchase Agreement with MCB(12)

10.35		Commercial Lease with Makers Developments LLC(13)
10.36		Single-Tenant NNN Lease Agreement with CS2 Real Estate Holdings, LLC(13)
10.37		Commercial Lease with Red Road Business Park(13)
10.38		Asset Acquisition Agreement with various Sellers (Botanical Biotech)(10)
10.39		PrimeX Distribution Agreement(15)
10.40		American Development Partners development agreement(15)
10.41		Mast Hill Securities Purchase and Related Agreements(14)
10.42		Blue Lake Partners Securities Purchase and Related Agreements(14)
10.43		Fourth Man Securities Purchase and Related Agreements(16)
10.44		Extension and Amendment to Arena Transactional Documents(16)
10.45		Amended Placement Agent Agreement(18)
10.46		Alumni Capital Securities Purchase and Related Documents(19)
10.47		Arena Exchange Agreement(20)
10.48		Agreement with Forever Bradst(21)
10.49		Promissory Note Modification Agreement with TWS Pharma LLC(22)
10.50		Walleye Securities Purchase Agreement(22)
10.51		Walleye Promissory Note(22)
10.52		Walleye Revenue Pledge and Security Agreement(22)
10.53		Walleye Common Stock Purchase Warrant(22)
10.54		Amendment to Walleye Common Stock Purchase Agreement(22)
10.55		Walleye Registration Rights Agreement(22)
10.56		Intercreditor Agreement among Can B Corp., Walleye and Arena(22)
10.57		Arena Forbearance Agreement(22)
10.58		Amendment No. 2 to Blue Lake Partners Promissory Note and Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)
10.59		Amendment No. 2 to Mast Hill Fund Promissory Note, Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)
10.60		Amendment No. 2 to Fourth Man Promissory Note, Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)
10.61		Walleye May 2023 Promissory Note(23)
10.62		Securities Purchase Agreement dated as of October 26, 2023 between Can B Corp. and Walleye Opportunities Master Fund Ltd.(24)
10.63		Promissory Note dated October 27, 2023 issued by Can B Corp. to Walleye Opportunities Master Fund Ltd.(24)
10.64		Consolidated Note dated October 27, 2023 issued by Can B Corp. to Walleye Opportunities Master Fund Ltd.(24)
10.65		Distribution and Assignment Agreement dated as of October 27, 2023 among Can B Corp, Nascent Pharma, LLC and Walleye Opportunities Master Fund Ltd.(24)
10.66		Registration Rights Agreement dated as of October 27, 2023 between Can B Corp and Walleye Opportunities Master Fund Ltd.(24)
10.67		Employment Agreement with Marco Alfonsi dated February 8, 2024(25)
10.68		Employment Agreement with Stanley Teeple dated February 8, 2024(25)
10.69		Amendment Modification to Convertible Promissory Note dated August 7, 2023 between Can B Corp. and ClearThink Capital Partners, LLC(25)
10.70		Promissory Note dated September 22, 2023 issued by Can B Corp. to ClearThink Capital Partners, LLC(25)
10.71		Promissory Note dated December 20, 2023 issued by Can B Corp. to ClearThink Capital Partners, LLC(25)
10.72		Promissory Note dated February 29, 2024 issued by Can B Corp. to ClearThink Capital Partners, LLC(25)
10.73		Revenue Sharing Agreement dated as of July 26, 2024 between Nascent Pharma, LLC and ClearThink Capital Partners, LLC(26)
10.74		Compensation Plan Agreement dated October 25, 2024 between Can B Corp. and Nascent Pharma Holdings, Inc.(27)
10.75		Consulting Agreement dated as of July 29, 2024 between Nascent Pharma, LLC and Vivid Integrated Solutions, LLC
10.76		Consulting Agreement dated as of August 26, 2024 between Can B Corp. and Magna Global Ventures, LLC
10.77		Secured Demand Promissory Note dated August 23, 2024 issued to Pasquale Ferro
10.78		Membership Interest Pledge Agreement dated as of August 23, 2024 between Can B Corp. and Pasquale Ferro
14.1		Code of Ethics(1)
21.1		List of Subsidiaries(10)
31.1		Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
		Inline XBRL Taxonomy Extension Calculation
101.DEF		Inline XBRL Taxonomy Extension Definition
101.LAB		Inline XBRL Taxonomy Extension Labels
101.PRE		Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	Filed with the Annual Report on Form 10-K filed with the SEC on April 2, 2020 and incorporated herein by reference.
(2)	Filed with the Form S-1 Registration Statement filed with the SEC on December 2, 2015 and incorporated herein by reference.
(3)	Filed with the Current Report on Form 8-K filed with the SEC on January 30, 2019 and incorporated herein by reference.
(4)	Filed with the Current Report on Form 8-K filed with the SEC on December 6, 2019 and incorporated herein by reference.
(5)	Filed with the Current Report on Form 8-K filed with the SEC on February 18, 2020 and incorporated herein by reference.
(6)	Filed with the Current Report on Form 8-K filed with the SEC on January 15, 2019 and incorporated herein by reference.
(7)	Filed with the Form 1-A/A, Part II, filed with the SEC on July 17, 2020 and incorporated herein by reference.
(8)	Filed with the Form 1-A POS, Part II, filed with the SEC on September 11, 2020 and incorporated herein by reference.
(9)	Filed with the Current Report on Form 8-K filed with the SEC on November 23, 2020 and incorporated herein by reference.
(10)	Filed with the Annual Report on Form 10-K filed with the SEC on April 15, 2022 and incorporated herein by reference.
(11)	Filed with the Quarterly Report on Form 10-Q filed with the SEC on May 21, 2021 and incorporated herein by reference.
(12)	Filed with the Current Report on Form 8-K filed with the SEC on August 17, 2021 and incorporated herein by reference.
(13)	Filed with the Current Report on Form 8-K filed with the SEC on September 1, 2021 and incorporated herein by reference.
(14)	Filed with the Current Report on Form 8-K filed with the SEC on March 31, 2022 and incorporated herein by reference.
(15)	Filed with the Form 10-K filed with the SEC on April 15, 2022 and incorporated herein by reference.
(16)	Filed with the Current Report on Form 8-K filed with the SEC on April 29, 2022 and incorporated herein by reference.
(17)	Filed with Form S-1/A filed with the SEC on February 14, 2022 and incorporated herein by reference.
(18)	Filed with Form S-1/A filed with the SEC on May 25, 2022 and incorporated herein by reference.
(19)	Filed with the Current Report on Form 8-K filed with the SEC on June 15, 2022 and incorporated herein by reference.
(20)	Filed with Form S-1/A filed with the SEC on May 25, 2022 and incorporated herein by reference.
(21)	Filed with the Current Report on Form 8-K filed with the SEC on July 25, 2022 and incorporated herein by reference.
(22)	Filed with the Annual Report on Form 10-K filed with the SEC on April 17, 2023 and incorporated herein by reference.
(23)	Filed with the Quarterly Report on Form 10-Q filed with the SEC on May 22, 2023 and incorporated herein by reference.
(24)	Filed with the Current Report on Form 8-K filed with the SEC on November 3, 2023 and incorporated herein by reference.
(25)	Filed with the Annual Report on Form 10-K filed with the SEC on April 15, 2024 and incorporated herein by reference.
(26)	Filed with the Quarterly Report on Form 10-Q filed with the SEC on August 19, 2024 and incorporated herein by reference.
(27)	Filed with the Current Report on Form 8-K filed with the SEC on October 28, 2024 and incorporated herein by reference.

	September 30,		December 31,
	2024		2023
Furniture and fixtures	$	-	$	21,724
Office equipment		-		12,378
Manufacturing equipment		-		6,828,083
Medical equipment		-		776,396
Leasehold improvements		-		26,902
Total		-		7,665,483
Accumulated depreciation		-		(3,559,200	)
Net	$	-	$	4,106,283

	Can B Corp.

Date: November 19, 2024	By:	/s/ Marco Alfonsi
		Marco Alfonsi,
		Chief Executive Officer

Date: November 19, 2024	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple,
		Chief Financial Officer

	NASCENT PHARMA, LLC

	By:	/s/ Marco Alfonsi
	Name:	Marco Alfonsi
	Title:	Chief Executive Officer

	VIVID INTERGRATED SOLUTIONS, LLC

	By:	/s/ Shelly Tallabas
	Name:	Shelly Tallabas
	Title:	Chief Executive Officer

	A.	The Consultant has the professional business expertise and experience to assist the Company in strategic planning, financial development, and marketing, and
	B.	The Consultant is offering its services as a consultant to the Company; and
	C.	The Company desires to retain the Consultant as an independent consultant and to memorialize the Consultant’s work for the Company by entering into this written Agreement.
	D.	The parties agree that this Agreement reflects the entire understanding and agreements between the parties hereto.

For Magna Global Ventures, LLC

/s/ Thomas Gallo

Thomas Gallo		CEO
Printed Name		Title

	Can B Corp..

	By:	/s/ Marco Alfonsi
	Name:	Marco Alfonsi
	Title:	Chief Executive Officer

1.	Pledge of Security. The Pledgor hereby grants and pledges to Beneficiary, for the benefit of Beneficiary as security for the prompt payment in full when due, whether at stated maturity or acceleration, of all amounts currently or hereafter owed by Pledgor to Beneficiary under the Note, a security interest and a lien upon all of Pledgor’s right, title and interest in and to the following (the “Pledged Collateral”):

	(a)	The Interest and any interests of Pledgor in the entries and on the books of any financial intermediary pertaining to the Interest, and all distributions, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for all or a portion of the Interest;

	(b)	To the extent not covered by the security interest granted pursuant to section 1(a) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

2.	Security For Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, of the obligations of the Pledgor to the Beneficiary under the Note (the “Obligations”).

3.	Delivery of Pledged Collateral. All certificates or instruments representing or evidencing the Pledged Collateral (if any) shall be delivered to and held of Beneficiary by Beneficiary, and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by the appropriate endorsement of Pledgor, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Beneficiary. Upon the occurrence of an Event of Default (as defined in the Note), Beneficiary shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register in the name of Beneficiary any or all of the Pledged Collateral. In addition, Beneficiary shall have the right at any time to exchange certificates or instruments representing or evidencing the Pledged Collateral for certificates or instruments of smaller or larger denominations.

4.	Release of Interest. Upon the termination of the Note and the payment to Beneficiary of all amounts due to Beneficiary thereunder, Beneficiary shall release the certificates representing the pledged Interest (if any) to the Pledgor.

5.	Further Assurance: Pledge Amendments.

	(a)	Pledgor agrees that from time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or that Beneficiary may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Beneficiary to exercise and enforce his rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, Pledgor shall:

		(i)	execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, or as Beneficiary may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby; and

		(ii)	at Beneficiary’s request, appear in and defend any action or proceeding that may affect Pledgor’s title to or Beneficiary’s security interest in all or any part of the Pledged Collateral.

	(b)	Pledgor further agrees that it shall, upon obtaining any additional units of membership interest or other securities or deliver to Beneficiary a Pledge Amendment, duly executed by Pledgor, in respect of the additional units or securities to be pledged pursuant to this Agreement. Pledgor hereby authorizes Beneficiary to attach each Pledge Amendment to this Agreement and agrees that all securities listed on any Pledge Amendment delivered to Beneficiary shall for all purposes hereunder be considered Pledged Collateral; provided that the failure of Pledgor to execute a Pledge Amendment with respect to any additional securities pledged pursuant to this Agreement shall not impair the security interest of Beneficiary therein or otherwise adversely affect the rights and remedies of Beneficiary hereunder with respect thereto.

6.	Voting Rights.

	(a)	So long as an Event of Default (as defined in the Note) does not exist and no notice has been provided pursuant to Section 6(b):

		(i)	Pledgor shall be entitled to exercise any voting and other consensual rights pertaining to the Pledged Collateral or any part thereof, if any, subject to the terms of Nascent Operating Agreement; and

		(ii)	Beneficiary shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above.

	(b)	Upon the occurrence and during the continuation of an Event of Default, upon written notice from Beneficiary to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all such rights shall thereupon become vested in Beneficiary who shall thereupon have the sole and exclusive right to exercise such voting and other consensual rights relating to the Pledged Collateral.

	(c)	In order to permit Beneficiary to exercise the voting and other consensual rights which he may be entitled to exercise pursuant to Section 6(b), Pledgor shall promptly execute and deliver (or causes to be executed and delivered) to Beneficiary all such proxies, dividend payment orders and other instruments as Beneficiary may from time to time reasonably request.

7.	Secured Party Appointed Attorney-in-Fact. Upon the occurrence and during the continuation of an Event of Default, Pledgor hereby irrevocably appoints Beneficiary (and any agent of Beneficiary, with full power of substitution and revocation) as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Beneficiary or otherwise, from time to time in Beneficiary’s discretion, to take any action and to execute any instrument that Beneficiary may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation:

	(a)	to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without the signature of Pledgor;

	(b)	to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for monies due and to become due under or in respect of any of the Pledged Collateral;

	(c)	to receive, endorse and collect any instruments made payable to Pledgor representing any dividend (other than cash dividends), principal or interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same.

8.	Secured Party May Perform. If Pledgor fails to perform any covenant contained herein, Beneficiary may perform, or cause Beneficiary incurred in connection therewith shall be payable by Pledgor.

9.	Remedies.

	(a)	If any Event of Default shall have occurred and be continuing, Beneficiary may at his option exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to him, all the rights and remedies of a secured party on default under the Uniform Commercial Code as in effect in any relevant jurisdiction (the “Code”) (whether or not the Code applies to the affected Pledged Collateral), and Beneficiary may at his option declare all of the Obligations to be immediately due and payable in full and Beneficiary may also in his sole discretion, without notice except as specified below, sell or have sold the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as may be commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. Beneficiary may be the purchaser of any or all of the Pledged Collateral at any such sale and Beneficiary shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Pledged Collateral payable by Beneficiary at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that to the extent notices of sale shall be required by law, at least five (5) days notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Beneficiary shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Beneficiary may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If the proceeds of any sale or other disposition of the Pledged Collateral are insufficient to pay all the Obligations, Pledgor shall be liable for the deficiency and the fees of any attorneys employed by Beneficiary to collect such deficiency.

	(b)	Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as from time to time amended (the “Securities Act”), and applicable state securities laws, Beneficiary may be compelled, with respect to any sale of all or any part of the Pledged Collateral conducted without prior registration or qualification of such Pledged Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, Pledgor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Beneficiary shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it.

	(c)	Notwithstanding the foregoing, the parties hereto acknowledge and agree that the remedies provided for herein are not exclusive of any other remedies available to Beneficiary upon the occurrence of an Event of Default. Beneficiary expressly reserves any and all other remedies available to him under the Purchase Agreement.

	(d)	Pledgor agrees that in lieu of any other remedy available to Beneficiary hereunder or at law or equity, so long as an Event of Default has occurred and is continuing, Beneficiary may in its sole discretion elect to transfer the Interest to his own name, or the name of his nominee, release Pledgor from the remaining Obligations and release all Pledged Collateral from the lien of this Agreement. Upon such transfer and releases, legal and beneficial ownership in the Interest shall automatically vest in Beneficiary, free and clear of any claim, including any right or equity of redemption of Pledgor. Pledgor agrees that Beneficiary shall have the absolute right to retain the Interest, as consideration of the releases granted by Beneficiary under this Section 9(d) and as liquidated damages, and not as a penalty, for Pledgor’s breach.

10.	Application of Proceeds. Except as expressly provided elsewhere in this Agreement, all proceeds received by Beneficiary in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Beneficiary, be held by Beneficiary as Pledged Collateral for, and/or then, or at any time thereafter, applied in full or in part by Beneficiary against the Obligations in the following order of priority:

		FIRST: To the payment of all costs and expenses of such sale, collection or other realization, and all other expenses, liabilities and advances made or incurred by Beneficiary in connection therewith, and all advances made by Beneficiary hereunder for the account of Pledgor, and to the payment of all costs and expenses paid or incurred by Beneficiary in connection with the exercise of any right or remedy hereunder, all in accordance with Section 11 hereof;

		SECOND: To the payment of all other Obligations in such order as Beneficiary shall elect; and

		THIRD: To the payment to or upon the order of Pledgor, or to whoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds.

11.	Expenses. Pledgor shall pay to Beneficiary upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of their counsel and of any experts and agents, that Beneficiary may incur in connection with

		(i)	the sale of, collection from, or other realization upon, any of the Pledged Collateral;

		(ii)	the exercise or enforcement of any of the rights of Beneficiary hereunder; or

		(iii)	The failure by a Pledgor to perform or observe any of the provisions hereof.

12.	Continuing Security Interest. This Agreement shall create a continuing security interest in the Pledged Collateral and shall:

	(a)	Remain in full force and effect until the payment in full of all Obligations; and/or;

	(b)	be binding upon Pledgor, its respective heirs, administrators or other personal representatives; and

	(c)	inure, together with the rights and remedies of Beneficiary hereunder, to the benefit of Beneficiary and his successors, heirs, transferees, personal representatives and assigns.

13.	Amendments; Etc. No amendment or waiver of any provision of this Agreement, or consent to any departure by Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by Beneficiary, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

14.	Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by registered or certified mail, return receipt requested, postage prepaid, or by overnight courier guaranteeing next day delivery and requiring a signature upon delivery, to the parties at the following addresses or such other addresses as either may give notice to the other as herein provided:

	(a)	Notices to Beneficiary shall be directed to:

		Pasquale Ferro
		328 Miller Place Road
		Miller Place, New York 11764

	(b)	Notices to Pledgor shall be directed to:

		Can B Corp.
		960 S. Broadway, Suite 118
		Hicksville, NY 11801

15.	Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of Beneficiary in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof or of any power, right or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

16.	Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

17.	Headings. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

18.	Governing Law.

	(a)	This Agreement and the rights and obligations of the signatories hereto shall be governed, construed and controlled by the law of the State of New York (but without giving effect to principles of conflict of laws) and applicable federal law as to interpretation, enforcement, validity, construction, effect and in all other respects.

	(b)	To induce Beneficiary to accept this Agreement:

		(i)	The Pledgor irrevocably agrees that all actions or proceedings in any way, manner or respect, arising be litigated in the Supreme Court of New York, Nassau County;

		(ii)	The Pledgor hereby waives any right it may have to transfer or change the venue of any litigation brought against it by Beneficiary in accordance with this section; and

		(iii)	The Pledgor acknowledges that:

			(A)	The provisions of this section constitute a material inducement upon which Beneficiary has relied, is relying and shall rely in entering into or becoming a Beneficiary of this Agreement;

			(B)	it has been represented by counsel of its own choosing; and

			(C)	it has been advised by such counsel as to the meaning and effect of this section.

19.	Counterparts. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

	PLEDGOR

	By:	/s/ Marco Alfonsi
	Name:	Marco Alfonsi
	Title:	Chief Executive Officer

	BENEFICIARY

	/s/ Pasquale Ferro
	Pasquale Ferro

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: November 19, 2024	By:	/s/ Marco Alfonsi
		Marco Alfonsi,
		Chief Executive Officer (Principal Executive Officer)

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.