Can B Corp 10-Q for FY2024 Q2

Can B Corp (NASC)

10-Q 2024-08-19 For: 2024-06-30

Added on April 06, 2026

About this 10-Q

Can B Corp filed this 10-Q on August 19, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

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

Revenue: $272.29K; down 35.3% from $420.59K a year earlier
Net loss: $2.03M; compared with a net loss of $2.03M a year earlier
Diluted EPS: -$0.04; compared with -$0.37 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	☐
(Do not check if smaller reporting company)

		Page
		No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited) – June 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations (unaudited) – Three and Six Months Ended June 30, 2024 and 2023	4
	Condensed Consolidated Statement of Stockholders’ Equity (Deficit) (unaudited) Three and Six Months Ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows (unaudited) – Six Months Ended June 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.	21
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4	Controls and Procedures.	22
	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	22
Item A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	24
Item 6.	Exhibits	24

	June 30,			December 31,
	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	-		$	34,006
Accounts receivable, less allowance for doubtful accounts of $2,882,228 and $2,818,395, respectively		3,404,908			3,723,344
Inventory		563,370			1,619,542
Prepaid expenses and other current assets		10,062			4,137
Total current assets		3,978,340			5,381,029

Other assets:
Deposits		239,285			235,418
Intangible assets, net		-			95,144
Property and equipment, net		619,907			4,106,283
Right of use assets, net		65,771			295,151
Other noncurrent assets		16,626			13,139
Total other assets		941,589			4,745,135

Total assets	$	4,919,929		$	10,126,164

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	2,614,157		$	1,997,643
Due to related party		448,850			357,243
Notes and loans payable, net		7,982,587			8,811,596
Warrant liabilities		-			1,766
Operating lease liability - current		65,771			254,391
Total current liabilities		11,111,365			11,422,639

Total liabilities		11,111,365			11,422,639

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 June 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 June 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 June 30, 2024 and December 31, 2023, respectively		4			4
Preferred stock, value

Common stock, no par value; 1,500,000,000 shares authorized, 61,872,981 and 32,753,196 issued and outstanding at June 30, 2024 and December 31, 2023, respectively		85,152,193			83,020,998
Common stock issuable, no par value; 36,248 shares at June 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		(110,670,490	)		(102,480,698	)
Total stockholders’ equity (deficit)		(6,191,436	)		(1,296,475	)

Total liabilities and stockholders’ equity (deficit)	$	4,919,929		$	10,126,164

	2024			2023			2024			2023
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Revenues
Product sales	$	-		$	255,142		$	-		$	1,063,890
Service revenue		272,287			165,451			641,383			296,008
Total revenues		272,287			420,593			641,383			1,359,898
Cost of revenues		665,471			934,425			1,858,632			1,459,002
Gross profit		(393,184	)		(513,832	)		(1,217,249	)		(99,104	)
Selling, general and administrative		1,173,836			1,307,780			2,861,894			3,157,410
Loss on sale of assets		-			-			3,142,769			-

Total operating expenses		1,173,836			1,307,780			6,004,663			3,157,410

Loss from operations		(1,567,020	)		(1,821,612	)		(7,221,912	)		(3,256,514	)

Other income (expense):
Change in fair value of warrant liability		1,766			101,050			1,766			180,468
Interest expense		(463,366	)		(416,415	)		(969,548	)		(750,382	)
Other income (expense)		(3	)		109,964			(98	)		69,974
Other income (expense)		(461,603	)		(205,401	)		(967,880	)		(499,940	)

Loss before provision for income taxes		(2,028,623	)		(2,027,013	)		(8,189,792	)		(3,756,454	)

Provision for income taxes		-			-			-			9,596

Net loss	$	(2,028,623	)	$	(2,027,013	)	$	(8,189,792	)	$	(3,766,050	)

Loss per share - basic and diluted	$	(0.04	)	$	(0.37	)	$	(0.18	)	$	(0.72	)
Weighted average shares outstanding - basic and diluted		54,631,753			5,553,317			45,984,283			5,227,618

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Common Stock		Treasury Stock					Additional Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
Balance, April 1, 2024		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		44,798,583	$	84,000,265	$	119,586		36,248	$	(572,678	)	$	11,559,910	$	(108,641,867	)	$	(5,314,741	)

Issuance of common stock for payables		-		-		-		-		-		-		-		-		5,749,398		487,428		-		-		-			-		-			487,428

Issuance of common stock for contract settlement		-		-		-		-		-		-		-		-		4,825,000		579,000		-		-		-			-		-			579,000

Issuance of common stock in lieu of interest payments		-		-		-		-		-		-		-		-		3,500,000		82,500		-		-		-			-		-			82,500

Issuance of common stock with note extension		-		-		-		-		-		-		-		-		3,000,000		3,000		-		-		-			-		-			3,000
Net loss		-		-		-		-		-		-		-		-		-		-				-		-			-		(2,028,623	)		(2,028,623	)

Balance, June 30, 2024		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		61,872,981	$	85,152,193	$	119,586		36,248	$	(572,678	)	$	11,559,910	$	(110,670,490	)	$	(6,191,436	)

Balance, April 1, 2023		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		5,360,434	$	80,172,548	$	119,586		36,248	$	(572,678	)	$	8,944,609	$	(94,429,872	)	$	2,454,236

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		150,000		74,250		-		-		-			-		-			74,250

Issuance of common stock for purchase of equipment		-		-		-		-		-		-		-		-		125,000		46,875		-		-		-			-		-			46,875

Sale of common stock		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-			-

Issuance of common stock in lieu of interest payments		-		-		-		-		-		-		-		-		65,358		6,538		-		-		-			-		-			6,538

Net loss		-		-		-		-		-		-		-		-		-		-				-		-			-		(2,027,013	)		(2,027,013	)

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

	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, January 1, 2024		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		32,753,196	$	83,020,998	$	119,586		36,248	$	(572,678	)	$	10,396,274	$	(102,480,698	)	$	(1,296,475	)

Issuance of common stock for payables		-		-		-		-		-		-		-		-		5,749,398		487,428		-		-		-			-		-			487,428

Issuance of common stock for note repayments		-		-		-		-		-		-		-		-		11,866,995		964,764		-		-		-			-		-			964,764

Issuance of common stock for contract settlement		-		-		-		-		-		-		-		-		4,825,000		579,000		-		-		-			-		-			579,000

Issuance of common stock with note extension		-		-		-		-		-		-		-		-		3,000,000		3,000		-		-		-			-		-			3,000

Issuance of common stock in lieu of interest payments		-		-		-		-		-		-		-		-		3,678,392		97,003		-		-		-			-		-			97,003

Stock based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-			1,163,636		-			1,163,636

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-		(8,189,792	)		(8,189,792	)

Balance, June 30, 2024		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		61,872,981	$	85,152,193	$	119,586		36,248	$	(572,678	)	$	11,559,910	$	(110,670,490	)	$	(6,191,436	)

Balance, January 1, 2023		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		4,422,584	$	79,614,986	$	119,586		36,248	$	(572,678	)	$	8,006,822	$	(92,690,834	)	$	2,697,925
Balance		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		4,422,584	$	79,614,986	$	119,586		36,248	$	(572,678	)	$	8,006,822	$	(92,690,834	)	$	2,697,925

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		727,850		595,807		-		-		-			-		-			595,807

Issuance of common stock for purchase of equipment		-		-		-		-		-		-		-		-		125,000		46,875		-		-		-			-		-			46,875
Warrants issued in connection with the issuance of convertible note		-		-		-		-		-		-		-		-		-		-		-		-		-			937,787		-			937,787

Issuance of common stock in lieu of interest payments		-		-		-		-		-		-		-		-		425,358		42,543		-		-		-			-		-			42,543

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-		(3,766,050	)		(3,766,050	)

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
Balance		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

	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
	June 30, 2024			December 31, 2023
Stock price	$	0.015		$	0.07
Exercise price	$	6.40		$	6.40
Remaining term (in years)		3.0			3.50
Volatility		188.4	%		171.8	%
Risk-free rate		4.33	%		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 June 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 June 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;

	June 30, 2024			June 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, June 30, 2024		39,242,615	$	0.99		3.42


Six months ended December 31, 2024	$	66,750
Fiscal year 2025		-
Total future minimum lease payments	$	66,750

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)
3.1		Articles of Incorporation, as amended(1)
3.2		Bylaws(2)
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)

	June 30,			December 31,
	2024			2023
Furniture and fixtures	$	2,706		$	21,724
Office equipment		-			12,378
Manufacturing equipment		468,264			6,828,083
Medical equipment		776,396			776,396
Leasehold improvements		26,902			26,902
Total		1,274,268			7,665,483
Accumulated depreciation		(654,361	)		(3,559,200	)
Net	$	619,907		$	4,106,283

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
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

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		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

	Can B Corp.

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

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

	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: August 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.

Date: August 19, 2024	By:	/s/ Marco Alfonsi
		Marco Alfonsi
		Chief Executive Officer
		(Principal Executive Officer)