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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________ to __________
COMMISSION
FILE NUMBER: 000-55753
Can
B Corp.
(Exact
name of registrant as specified in its charter)
| Florida |
|
20-3624118 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
960
South Broadway, Suite 120
Hicksville,
NY 11801
(Address
of principal executive offices)
516-595-9544
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal, if changed since last report)
Securities
Registered Pursuant to Section 12(b) of the Act:
| Tile
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
CANB |
|
N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| Emerging
Growth Company |
☐ |
|
|
| (Do
not check if smaller reporting company) |
|
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The
number of shares of the registrant’s only class of common stock issued and outstanding as of May 19, 2024 is 54,584,230.
Can
B Corp.
FORM
10-Q
March
31, 2024
TABLE
OF CONTENTS
PART
1 – FINANCIAL INFORMATION
Item
1. Financial Statements
INTRODUCTORY
NOTE
The
consolidated financial statements of Can B Corp. (the “Company”) and its subsidiaries included in this Report have not been
reviewed by an independent registered public accounting firm as required by Regulation S-X. On May 3, 2024, the Securities and Exchange
Commission (the “Commission’) issued an order providing that BF Borgers CPA PC (“BF Borgers”), the Company’s
then independent registered public accounting firm, is currently not permitted to appear or practice before the Commission for reasons
described in the Commission’s order. As a result, the Company dismissed BF Borgers as its independent registered public accounting
firm effective May 6, 2024. The Company is in the process of engaging a new independent registered public accounting firm but as of the
date of this Report such engagement had not been finalized.
Can
B̅ Corp. and Subsidiaries
Consolidated
Balance Sheets
| | |
2024 | | |
2023 | |
| | |
(Unaudited and Not Reviewed) | | |
| |
| | |
March 31, | | |
December 31, | |
| | |
2024 | | |
2023 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 26,582 | | |
$ | 34,006 | |
| Accounts receivable, less allowance for doubtful accounts of $2,818,395 and $2,818,395 respectively | |
| 3,599,026 | | |
| 3,723,344 | |
| Inventory | |
| 593,375 | | |
| 1,619,542 | |
| Note receivable | |
| - | | |
| - | |
| Prepaid expenses and other current assets | |
| 10,137 | | |
| 4,137 | |
| Total current assets | |
| 4,229,120 | | |
| 5,381,029 | |
| | |
| | | |
| | |
| Other assets: | |
| | | |
| | |
| Deposits | |
| 235,787 | | |
| 235,418 | |
| Intangible assets, net | |
| 3,416 | | |
| 95,144 | |
| Property and equipment, net | |
| 649,079 | | |
| 4,106,283 | |
| Right of use assets, net | |
| 192,087 | | |
| 295,151 | |
| Other noncurrent assets | |
| 13,139 | | |
| 13,139 | |
| Total other assets | |
| 1,093,508 | | |
| 4,745,135 | |
| | |
| | | |
| | |
| Total assets | |
$ | 5,322,259 | | |
$ | 10,126,164 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 2,264,972 | | |
$ | 1,945,243 | |
| Accrued expenses | |
| - | | |
| - | |
| Due to related party | |
| 366,243 | | |
| 357,243 | |
| Notes and loans payable, net | |
| 7,611,233 | | |
| 8,569,489 | |
| Warrant liabilities | |
| 1,766 | | |
| 1,766 | |
| Operating lease liability - current | |
| 150,679 | | |
| 254,391 | |
| Total current liabilities | |
| 10,394,893 | | |
| 11,128,132 | |
| | |
| | | |
| | |
| Long-term liabilities: | |
| | | |
| | |
| Notes and loans payable, net | |
| - | | |
| - | |
| Operating lease liability - noncurrent | |
| - | | |
| - | |
| Total long-term liabilities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Total liabilities | |
$ | 10,394,893 | | |
$ | 11,128,132 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 11) | |
| - | | |
| - | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock, authorized 5,000,000 shares: | |
| | | |
| | |
| Series A Preferred stock, no par value: 20 shares authorized, 5 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | |
| 5,320,000 | | |
| 5,320,000 | |
| Series B Preferred stock, $0.001 par value: 500,000 shares authorized, 0 issued and outstanding | |
| - | | |
| - | |
| Series C Preferred stock, $0.001 par value: 2,000 shares authorized, 1,100 shares issued and outstanding at March 31, 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 March 31, 2024 and December 31, 2023, respectively | |
| 4 | | |
| 4 | |
| Preferred
stock, value | |
| | | |
| | |
| Common stock, no par value; 1,500,000,000 shares authorized, 44,798,583 and 5,381,976 issued and outstanding at March 31, 2024 and December 31, 2023, respectively | |
| 84,242,372 | | |
| 83,263,105 | |
| Common stock issuable, no par value; 36,248 shares at March 31, 2024 and December 31, 2023, respectively | |
| 119,586 | | |
| 119,586 | |
| Treasury stock | |
| (572,678 | ) | |
| (572,678 | ) |
| Additional paid-in capital | |
| 10,396,274 | | |
| 10,396,274 | |
| Accumulated deficit | |
| (107,478,231 | ) | |
| (102,428,298 | ) |
| Total stockholders’ equity | |
| (5,072,634 | ) | |
| (1,001,968 | ) |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 5,322,259 | | |
$ | 10,126,164 | |
See
notes to consolidated financial statements
Can
B̅ Corp. and Subsidiaries
Consolidated
Statement of Operations
| | |
2024 | | |
2023 | |
| | |
Three Months Ended | |
| | |
March 31, | |
| | |
(Unaudited and
Not Reviewed)
2024 | | |
2023 | |
| Revenues | |
| | | |
| | |
| Product sales | |
$ | - | | |
$ | 808,748 | |
| Service revenue | |
| 316,696 | | |
| 130,557 | |
| Total revenues | |
| 316,696 | | |
| 939,305 | |
| Cost of revenues | |
| 1,193,161 | | |
| 524,577 | |
| Gross profit | |
| (876,465 | ) | |
| 414,727 | |
| | |
| | | |
| | |
| Operating expenses | |
| 3,667,191 | | |
| 1,849,630 | |
| | |
| | | |
| | |
| Loss from operations | |
| (4,543,656 | ) | |
| (1,434,903 | ) |
| | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | |
| Other income | |
| - | | |
| - | |
| Change in fair value of warrant liability | |
| - | | |
| 79,418 | |
| Gain on debt extinguishment | |
| - | | |
| - | |
| Interest expense | |
| (506,182 | ) | |
| (333,967 | ) |
| Other expense | |
| (95 | ) | |
| (39,990 | ) |
| Other expense | |
| (506,277 | ) | |
| (294,539 | ) |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Provision for (benefit from) income taxes | |
| - | | |
| 9,596 | |
| | |
| | | |
| | |
| Net loss | |
$ | (5,049,933 | ) | |
$ | (1,739,038 | ) |
| | |
| | | |
| | |
| Loss per share - basic and diluted | |
$ | (0.13 | ) | |
$ | (0.36 | ) |
| Weighted average shares outstanding - basic and diluted | |
| 38,973,748 | | |
| 4,896,524 | |
See
notes to consolidated financial statements
Can
B̅ Corp. and Subsidiaries
Consolidated
Statement of Stockholders’ Equity
Three
Months Ended March 31, 2024 (Unaudited and Not Reviewed) and 2023
| | |
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 | |
| Three
months ended March 31, 2023 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| 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 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance
of common stock for services rendered | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 577,850 | | |
| 521,557 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 521,557 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrants
issued in connection with the issuance of convertible note | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 937,787 | | |
| - | | |
| 937,787 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance
of common stock in lieu of interest payments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 360,000 | | |
| 36,005 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 36,005 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,739,038 | ) | |
| (1,739,038 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance,
March 31, 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 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Three
months ended March 31, 2024 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance,
January 1, 2024 | |
| 5 | | |
$ | 5,320,000 | | |
| - | | |
$ | - | | |
| 1,100 | | |
$ | 2,900,039 | | |
| 4,000 | | |
$ | 4 | | |
| 32,753,196 | | |
$ | 83,263,105 | | |
$ | 119,586 | | |
| 36,248 | | |
$ | (572,678 | ) | |
$ | 10,396,274 | | |
$ | (102,428,298 | ) | |
$ | (1,001,968 | ) |
| Balance,
value | |
| 5 | | |
$ | 5,320,000 | | |
| - | | |
$ | - | | |
| 1,100 | | |
$ | 2,900,039 | | |
| 4,000 | | |
$ | 4 | | |
| 32,753,196 | | |
$ | 83,263,105 | | |
$ | 119,586 | | |
| 36,248 | | |
$ | (572,678 | ) | |
$ | 10,396,274 | | |
$ | (102,428,298 | ) | |
$ | (1,001,968 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance
of common stock in lieu of note repayments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 11,866,995 | | |
| 964,764 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 964,764 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance
of common stock in lieu of interest payments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 178,392 | | |
| 14,503 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 14,503 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (5,049,933 | ) | |
| (5,049,933 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance,
March 31, 2024 | |
| 5 | | |
$ | 5,320,000 | | |
| - | | |
$ | - | | |
| 1,100 | | |
$ | 2,900,039 | | |
| 4,000 | | |
$ | 4 | | |
| 44,798,583 | | |
$ | 80,172,548 | | |
$ | 119,586 | | |
| 36,248 | | |
$ | (572,678 | ) | |
$ | 10,396,274 | | |
$ | (107,478,231 | ) | |
$ | (5,072,634 | ) |
| Balance,
value | |
| 5 | | |
$ | 5,320,000 | | |
| - | | |
$ | - | | |
| 1,100 | | |
$ | 2,900,039 | | |
| 4,000 | | |
$ | 4 | | |
| 44,798,583 | | |
$ | 80,172,548 | | |
$ | 119,586 | | |
| 36,248 | | |
$ | (572,678 | ) | |
$ | 10,396,274 | | |
$ | (107,478,231 | ) | |
$ | (5,072,634 | ) |
See
notes to consolidated financial statements
Can
B̅ Corp. and Subsidiaries
Consolidated
Statement of Cash Flows
| | |
2024 | | |
2023 | |
| | |
Three Months Ended | |
| | |
March 31, | |
| | |
(Unaudited and
not Reviewed)
2024 | | |
2023 | |
| Operating activities: | |
| | | |
| | |
| Net loss | |
$ | (5,049,933 | ) | |
$ | (1,739,038 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Stock-based compensation | |
| - | | |
| - | |
| Depreciation | |
| 314,435 | | |
| 346,887 | |
| Amortization of intangible assets | |
| - | | |
| 3,000 | |
| Amortization of original-issue-discounts | |
| 239,782 | | |
| 218,146 | |
| Impairment of intangible assets | |
| 91,728 | | |
| - | |
| Loss on sale of property and equipment | |
| 3,142,769 | | |
| - | |
| Bad debt expense | |
| - | | |
| 86,365 | |
| Change in fair value of warrant liability | |
| - | | |
| (79,418 | ) |
| Stock-based interest expense | |
| 14,503 | | |
| 36,005 | |
| Stock-based consulting expense | |
| - | | |
| 521,557 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 124,318 | | |
| (392,669 | ) |
| Inventory | |
| 1,026,167 | | |
| (8,122 | ) |
| Prepaid expenses | |
| (6,000 | ) | |
| (7,448 | ) |
| Operating lease right-of-use asset | |
| (648 | ) | |
| 142 | |
| Accounts payable | |
| 319,730 | | |
| 108,316 | |
| Accrued expenses | |
| 144 | | |
| 144 | |
| Net cash provided by (used in) operating activities | |
| 216,995 | | |
| (906,133 | ) |
| | |
| | | |
| | |
| Investing activities: | |
| | | |
| | |
| Purchase of property and equipment | |
| - | | |
| (15,000 | ) |
| Deposits paid | |
| - | | |
| (70,000 | ) |
| Net cash used in investing activities | |
| - | | |
| (85,000 | ) |
| | |
| | | |
| | |
| Financing activities: | |
| | | |
| | |
| Net proceeds received from notes and loans payable | |
| 100,000 | | |
| 1,730,000 | |
| Proceeds from sale of common stock | |
| - | | |
| - | |
| Repayments of notes and loans payable | |
| (333,275 | ) | |
| (507,813 | ) |
| Deferred financing costs | |
| - | | |
| (143,000 | ) |
| Amounts received from/repaid to related parties, net | |
| 9,000 | | |
| 35,000 | |
| Net cash (used in) provided by financing activities | |
| (224,275 | ) | |
| 1,114,187 | |
| | |
| | | |
| | |
| (Decrease)/Increase in cash and cash equivalents | |
| (7,424 | ) | |
| 123,054 | |
| Cash and cash equivalents, beginning of period | |
| 34,006 | | |
| 73,194 | |
| Cash and cash equivalents, end of period | |
$ | 26,582 | | |
$ | 196,248 | |
| | |
| | | |
| | |
| Supplemental Cash Flow Information: | |
| | | |
| | |
| Income taxes paid | |
$ | - | | |
$ | - | |
| Interest paid | |
$ | - | | |
$ | - | |
| Non-cash Investing and Financing Activities: | |
| | | |
| | |
| Issuance of common stock in lieu of repayment of notes payable | |
$ | 964,764 | | |
$ | - | |
| Issuance of common stock in asset acquisitions | |
$ | - | | |
$ | - | |
| Issuance of common stock for property and equipment | |
$ | - | | |
$ | - | |
| Debt discount associated with convertible note | |
$ | - | | |
$ | 273,529 | |
| Conversion of Series A Preferred stock to common stock | |
$ | - | | |
$ | - | |
| Issuance of common stock warrants in connection with convertible promissory note | |
$ | - | | |
$ | 937,787 | |
See
notes to consolidated financial statements
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
Note
1 – Organization and Description of Business
Can
B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. On May 15, 2017, WRAP
changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”,
“we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”).
The
Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company
(“PHP” or “Pure Health Products”) effective December 28, 2018. The Company runs it manufacturing operations
through PHP and holds and sells several of its brands through PHP as well. The Company’s durable equipment products, such as
Sam® units are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and
Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on
or about February 1, 2019. Most of the Company’s consumer products include hemp derived cannabidiol (“CBD”) are
available online. Additional hemp derived isolate is available for wholesale to third-parties looking to incorporate such compounds
into their products through the Company’s wholly owned subsidiary CO Botanicals LLC (incorporated in August 2021). In February
of 2024, Can B̅ Corp’s 67% owned subsidiary, Nascent Pharma, LLC, acquired certain Patents using liquid formulations
containing cannabinoids which are used in such products as vape cartridges, edibles, pills, gummies, tinctures, oils, concentrates
and more.
Today, the
Company is in the business of promoting health and wellness through its development, manufacture and sale of products containing
cannabinoids derived from hemp biomass and the licensing of durable medical devises. Can B̅’s products include oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates. Can
B̅ develops its own line of proprietary products as well seeks synergistic value through acquisitions in the hemp industry. Can
B̅ aims to be a provider of the highest quality hemp derived products on the market through sourcing the best raw material and
offering a variety of products we believe will improve people’s lives in a variety of areas. Can B̅ also plans to commercialize and enforce the patents recently acquired by Nascent Pharma, LLC.
Note
2 – Going Concern
The
condensed consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization
of assets and liquidation of liabilities in a normal course of business. As of March 31, 2024, the Company had cash and cash equivalents
of $26,582 and negative working capital of $6,165,773. For the three months ended March 31, 2024 and 2023, the Company had incurred
losses of $5,049,933 and $1,739,038, respectively. These factors raise substantial doubt as to the Company’s ability to continue
as a going concern.
After
careful consideration and analysis of the economics, supply chain, processing logistics, and management of manpower the Company decided
to consolidate operations in its CO operations in Mead and Ft. Morgan. The Company has very limited processing ability via 3rd
party vendors to process its owned biomass into isolate.
As
a result of the consolidation of the Florida and Tennessee operations into Fort Morgan, Colorado and the subsequent Article 9 auction
sale of the primary hemp division assets, the Colorado operation has limited ability to process any materials other than through third
party operations.
The
consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as
a going concern.
Note
3 – Basis of Presentation and Summary of Significant Accounting Policies
Basis
of Financial Statement Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of
the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated
financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion
of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary
to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected
for a full year.
The
consolidated balance sheet information as of December 31, 2023 was derived from the audited consolidated financial statements included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The interim consolidated
financial statements contained herein should be read in conjunction with the 2023 Form 10-K.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
Principles
of Consolidation
The
unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All
significant intercompany balances and transactions have been eliminated.
Use
of Estimates
The
preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting
policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill,
intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s
2022 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors,
including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot
be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if
any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial
statements in future periods.
Significant
Accounting Policies
The
Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of
our 2023 Form 10-K.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
Segment
reporting
As
of March 31, 2024, the Company reports operating results and financial data in one operating and reportable segment. The Chief Executive
Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration,
provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of
the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting
an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the
consolidated level.
Reclassifications
Certain
amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These
reclassification adjustments had no effect on the Company’s previously reported net loss.
Note
4 – Fair Value Measurements
The
carrying value and fair value of the Company’s financial instruments are as follows:
Schedule of Carrying Value and Fair Value
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| March 31, 2024 | |
| | |
| | |
| | |
| |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Liabilities | |
| | | |
| | | |
| | | |
| | |
| Warrant liabilities | |
$ | — | | |
$ | — | | |
$ | 1,766 | | |
$ | 1,766 | |
| | |
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 | |
The
fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires
the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used:
Schedule of Fair Value Assumptions
| As of | |
| | |
| |
| | |
March 31, 2024 | | |
December 31, 2023 | |
| Stock price | |
$ | 0.85 | | |
$ | 0.07 | |
| Exercise price | |
$ | 6.40 | | |
$ | 6.40 | |
| Remaining term (in years) | |
| 3.25 | | |
| 3.50 | |
| Volatility | |
| 165.2 | % | |
| 171.8 | % |
| Risk-free rate | |
| 3.9 | % | |
| 3.84 | % |
| Expected dividend yield | |
| — | % | |
| — | % |
| Warrant measurement input | |
| — | | |
| — | |
The
warrant liabilities will be remeasured at each reporting period with changes in fair value recorded in other income (expense), net on
the consolidated statements of operations. The change in fair value of the warrant liabilities was as follows:
Schedule of Change in Fair Value of the Warrant Liabilities
| Warrant liabilities | |
| | |
| Estimated fair value at December 31, 2022 | |
$ | 203,043 | |
| Issuance of warrant liabilities | |
| - | |
| Change in fair value | |
| (79,418 | ) |
| Estimated fair value at March 31, 2023 | |
$ | 123,625 | |
| | |
| | |
| Estimated fair value at December 31, 2023 | |
$ | 1,766 | |
| Estimated fair value at beginning balance | |
$ | 1,766 | |
| Change in fair value | |
| - | |
| Estimated fair value at March 31, 2024 | |
$ | 1,766 | |
| Estimated fair value at ending balance | |
$ | 1,766 | |
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
Note
5 – Inventories
Inventories
consist of:
Schedule of Inventories
| | |
March 31, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| Raw materials | |
$ | 221,030 | | |
$ | 1,196,112 | |
| Finished goods | |
| 372,345 | | |
| 423,430 | |
| Total | |
$ | 593,375 | | |
$ | 1,619,542 | |
Note
6 – Property and Equipment
Property
and equipment consist of:
Schedule of Property and Equipment
| | |
March 31, | | |
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 | |
| (625,189 | ) | |
| (3,559,200 | ) |
| Net | |
$ | 649,079 | | |
$ | 4,106,283 | |
Depreciation
expense related to property and equipment was $314,435 and $346,887 for the three months ended March 31, 2024 and 2024, respectively.
In
connection with the sale of certain assets related to the Arena Notes, the Company recorded as loss on sales of property and equipment
of $3,142,769 during the three months ended March 31, 2024.
Note
7 – Intangible Assets
Intangible
assets consist of:
Schedule of Intangible Assets
| | |
March 31, | | |
December 31, | |
| | |
2024 | | |
2023 | |
| Technology, IP and patents | |
$ | - | | |
$ | 119,998 | |
| Total | |
| - | | |
| 119,998 | |
| Accumulated amortization | |
| - | | |
| (24,854 | ) |
| Intangible assets, net | |
$ | 3,416 | | |
$ | 95,144 | |
Amortization
expense was $3,000 for the three months ended March 31, 2023. During the three months ended March 31, 2024, the Company recorded impairment
expense of $91,728 related to its intangible assets.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
Note
8 – Notes and Loans Payable
Convertible
Promissory Notes
In
December 2020, the Company entered into a convertible promissory note (“ASOP Note I”) with Arena Special Opportunities Partners
I, LP (“ASOP”). The original principal amount of the note was $2,675,239 and the proceeds are to be utilized for working
capital purposes. The note matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of
12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC
815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part
of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 228,419 common
stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 228,419 shares of the Company’s
common stock at an exercise price of $6.75 per share. The common stock purchase warrants issued to ASOP are considered derivatives, but
satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory
note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOP Note I. The principal balance
outstanding at March 31, 2024 was $2,400,997.
In
December 2020, the Company entered into a convertible promissory note (“ASOF Note I”) with Arena Special Opportunities Fund,
LP (“ASOF”). The principal balance of the note is $102,539 and it is to be utilized for working capital purposes. The note
matures on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion
options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging,
and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory
note and not bifurcated. In addition, the ASOF convertible promissory note was issued with 8,755 common stock warrants. The common stock
purchase warrants entitle the holder to purchase an aggregate of up to 8,755 shares of the Company’s common stock at an exercise
price of $6.75 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for
classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity
at their relative fair values with a corresponding debt discount recorded to ASOF Note I. The principal balance outstanding at March
31, 2024 was $87,773.
In
May 2021, the Company entered into a convertible promissory note (“ASOP Note II”) with Arena Special Opportunities Partners
I, LP. The principal balance of the note is $1,193,135 and it is to be utilized for working capital purposes. The note matures on January
31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained
in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not
to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated.
In addition, the ASOP convertible promissory note was issued with 101,978 common stock warrants. The common stock purchase warrants entitle
the holder to purchase an aggregate of up to 101,978 shares of the Company’s common stock at an exercise price of $6.75 per share.
The common stock purchase warrants issued to ASOP are considered derivatives, but satisfied the criteria for classification as equity
instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values
with a corresponding debt discount recorded to ASOP Note II. The principal balance outstanding at March 31, 2024 was $1,073,250.
In
May 2021, the Company entered into a convertible promissory note (“ASOF Note II”) with Arena Special Opportunities Fund,
LP. The principal balance of the note is $306,865 and it is to be utilized for working capital purposes. The note matures on January
31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained
in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not
to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated.
In addition, the ASOP convertible promissory note was issued with 26,228 common stock warrants. The common stock purchase warrants entitle
the holder to purchase an aggregate of up to 26,228 shares of the Company’s common stock at an exercise price of $6.75 per share.
The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity
instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values
with a corresponding debt discount recorded to ASOF Note II. The principal balance outstanding at March 31, 2024 was $276,750.
The
maturity dates for the above notes were extended to April 30, 2022 on April 14, 2022 in exchange for the Company’s promise to
pay the holders $300,000. The
holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per extension. The holders
also waived certain defaults under the notes. The
Company subsequently elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. As
discussed below under “Forbearance and Amendment of Outstanding Notes,” ASOP and ASOF have agreed to forbear from
exercising remedies under the notes until December 31, 2023 provided that the Company does not default on its obligations under the
Forbearance Agreement. In September 2023, Arena notified the Company that it was in default of certain obligations under the
Forbearance Agreement but did not declare an acceleration of the indebtedness. In April 2024, Arena instituted a lawsuit seeking,
among other things, a declaratory judgment that the Company is in breach of the Arena notes and Forbearance Agreement.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
On
January 1, 2022, the Company entered into a convertible promissory note (“Empire Note”) with Empire Properties, LLC
(“Empire”). The principal balance of the note is $52,319
and it is to be utilized for working capital purposes. The note matured on December
31, 2022 or due on demand subsequently to any major funding received by the Company in excess of $5,000,000
and all principal, accrued and unpaid interest is due at maturity at a rate of 8%
per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC
815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as
part of the convertible promissory note and not bifurcated. The principal balance outstanding at March 31, 2024 was $52,319.
In
March 2022, the Company entered into a convertible promissory note (“BL Note”) with Blue Lake Partners, LLC (“BL”).
The original principal amount of the note was $250,000 and the proceeds are to be utilized for working capital purposes. The note had
an original maturity date of March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum.
The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives
and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible
promissory note and not bifurcated. In addition, the BL Note was issued with 39,062 common stock warrants. The common stock purchase
warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company’s common stock at an initial exercise
price of $6.40 per share (subject to adjustment upon the occurrence of certain events, including the issuance of lower priced securities).
The common stock purchase warrants issued to BL are considered derivatives and did not satisfy the criteria for classification as equity
instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a
corresponding debt discount recorded to the BL Note with subsequent changes in fair values recognized in the consolidated statement of
operations at each reporting date. Effective February 27, 2023, in consideration of the Company repaying an aggregate of $66,667 under
the BL Note, BL agreed to extend the maturity date of the BL Note until September 1, 2023 and reduce the percentage of the cash proceeds
received by the Company from the issuance of equity or debt that BL can require the Company to apply to the repayment of the BL Note
from 50% to 33%. The principal balance outstanding at March 31, 2024 was $102,623 and the BL Note is past due.
In
March 2022, the Company entered into a convertible promissory note (“MH Note”) with Mast Hill Fund, LP (“MH”).
The original principal amount of the note was $350,000 and the proceeds are to be utilized for working capital purposes. The note had
an original maturity date of March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum.
The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives
and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible
promissory note and not bifurcated. In addition, the MH Note was issued with 39,062 common stock warrants. The common stock purchase
warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company’s common stock at an initial exercise
price of $6.40 per share (subject to adjustment upon the occurrence of certain events, including the issuance of lower priced securities).
The common stock purchase warrants issued to MH are considered derivatives and did not satisfy the criteria for classification as equity
instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a
corresponding debt discount recorded to the MH Note with subsequent changes in fair values recognized in the consolidated statement of
operations at each reporting date. Effective February 27, 2023, in consideration of the Company repaying an aggregate of $93,333 under
the MH Note, MH agreed to extend the maturity date of the MH Note until September 1, 2023 and reduce the percentage of the cash proceeds
received by the Company from the issuance of equity or debt that MH can require the Company to apply to the repayment of the MH Note
from 50% to 33%. . The principal balance outstanding at March 31, 2024 was $256,667 and the MH Note is past due.
In
April 2022, the Company entered into a convertible promissory note (“FM Note”) with Fourth Man, LLC (“FM”). The
original principal amount of the note was $150,000 and the proceeds are to be utilized for working capital purposes. The note had an
original maturity date of April 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum.
The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives
and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible
promissory note and not bifurcated. In addition, the FM Note was issued with 23,437 common stock warrants. The common stock purchase
warrants entitle the holder to purchase an aggregate of up to 23,437 shares of the Company’s common stock at an initial exercise
price of $6.40 per share (subject to adjustment upon the occurrence of certain events, including the issuance of lower priced securities).
The common stock purchase warrants issued to FM are considered derivatives and did not satisfy the criteria for classification as equity
instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a
corresponding debt discount recorded to the FM Note with subsequent changes in fair values recognized in the consolidated statement of
operations at each reporting date. Effective February 27, 2023, in consideration of the Company repaying an aggregate of $40,000 under
the FM Note, FM agreed to extend the maturity date of the FM Note until September 1, 2023 and reduce the percentage of the cash proceeds
received by the Company from the issuance of equity or debt that FM can require the Company to apply to the repayment of the FM Note
from 50% to 33%. On June 30th, 2023 the Company entered into a Settlement and Mutual Release Agreement to extinguish the $110,000
principal outstanding on the FM Note. As of March 31, 2024 the FM Note had been satisfied in full.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
In
June 2022, the Company entered into a convertible promissory note (“Alumni Note”) with Alumni Capital, LP (“Alumni”).
The original principal amount of the note was $62,500 and the proceeds are to be utilized for working capital purposes. The note had
an original maturity date of June 6, 2023 which was extended until September 1, 2023 effective February 27, 2023. All principal, accrued
and unpaid interest is due at maturity at a rate of 12% per annum. The holder can require the full payment of the note if the Company
completes an offering of its common stock that results in an uplisting of its common stock to a national securities exchange. The conversion
options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging,
and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory
note and not bifurcated. In addition, the Alumni Note was issued with 9,766 common stock warrants. The common stock purchase warrants
entitle the holder to purchase an aggregate of up to 9,766 shares of the Company’s common stock at an exercise price of $6.40 per
share. The common stock purchase warrants issued to Alumni are considered derivatives and did not satisfy the criteria for classification
as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value
with a corresponding debt discount recorded to the Alumni Note with subsequent changes in fair values recognized in the consolidated
statement of operations at each reporting date. The principal balance outstanding at March 31, 2024 was $62,500.
In
August 2022, the Company entered into a convertible promissory note (“WN”) with Walleye Opportunities Master Fund Ltd.
(“WOMF”). The original principal amount of the note was $385,000
and the proceeds are to be utilized for working capital purposes. The note originally matured on August
30, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12%
per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC
815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as
part of the convertible promissory note and not bifurcated. In addition, the WN Note was issued with 71,296
common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 71,296
shares of the Company’s common stock at an exercise price of $5.40
per share. The common stock purchase warrants issued to WOMF are considered derivatives and did not satisfy the criteria for
classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a
liability at fair value with a corresponding debt discount recorded to the WN with subsequent changes in fair values recognized in
the consolidated statement of operations at each reporting date. The principal balance outstanding at March 31, 2024 was $385,000
In
January 2023 the Company entered into a convertible promissory note (“Tysadco Note VI”) with Tysadco Partners, LLC (“Tysadco”).
The original principal amount of the note was $100,000 and the proceeds are to be utilized for working capital purposes. The note had
a maturity date of April 12, 2023, and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. Effective
January 31, 2023, Tysadco agreed to exchange the Tysdaco Note VI and other notes held by Tysdaco in the aggregate principal amount of
$752,000 having maturity dates between August 24, 2022 and March 19, 2023 for a single note that matured on September 1, 2023. Contemporaneous
with this exchange, Tysadco assigned the combined note to ClearThink Capital Partners, LLC and the Company issued 130,000 shares of common
stock to ClearThink Capital Partners, LLC. The conversion options contained in the combined note were evaluated for derivative accounting
under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities
as part of the convertible promissory note and not bifurcated. The principal balance of the combined note at March 31, 2024 was $1,007,500
and the combined note is past due.
On
March 2, 2023, the Company completed the sale of a promissory note (the “Note”) in the principal amount of $1,823,529 to
WOMF pursuant to a Securities Purchase Agreement dated as of February 27, 2023. The purchase price of the Note was $1,550,000, representing
a 15% original issue discount. The Note is non-interest bearing, except in the case of the event of a default, in which case interest
will accrue from the date of the default at a rate equal to the lower of 18% per annum or the maximum rate permitted by law.
The
Note is payable in nine (9) monthly installments of $232,500 each, consisting of a $227,941 principal reduction payment and a $4,559
redemption fee, commencing on April 27, 2023. The Company’s obligations under the note are secured by a security interest in the
Company’s deposit accounts and the deposit accounts of the Company’s subsidiaries. In addition, each the Company’s
subsidiaries has agreed that if an event of default occurs under the Note, the subsidiary will pay to WOMF an amount equal to 10% of
revenues received during the prior month from the sale of goods or services or collections of accounts receivable.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
The
Note requires the Company to use reasonable commercial efforts to complete an offering which will result in an uplisting of its common
stock to a national securities exchange within a reasonable time following the issuance of the Note. The Note contains certain negative
covenants, including a prohibition on the incurrence of debt that is senior or pari passu to the indebtedness represented by the
Note, the creation of liens on the Company’s assets, the payment of dividends and other distributions on the Company’s common
stock, the repurchase of the Company’s common stock, the sale of a significant portion of the Company’s assets and the repayment
of indebtedness other than existing indebtedness.
The
Company may elect to pay all or a portion of a monthly installment due under the Note by converting such amount into shares of the Company’s
common stock at a price of $4.00 per share, subject to adjustment in accordance with the terms of the Note. As of September 30, 2023,
the adjusted conversion price was $.0772. If the Company does not pay an installment when due it is deemed an election by the Company
to convert the installment payment into common stock at a price equal to the lower of $4.00 per share or 90% of the lowest daily volume
weighted average price of the common stock during the five trading days preceding the conversion date. WOMF has the right to determine
the timing of any such conversion. WOMF may elect at any time to convert amounts payable under the Note into shares of the Company’s
common stock at a conversion price of $4.00 per share, subject to adjustment in accordance with the terms of the Note. The Company did
not pay the installments due under the Note on April 27, 2023, May 1, 2023, June 1, 2023, July 1, 2023, August 1, 2023 and September
1, 2023 in cash. As a result, these installment payments will be converted into common stock at such time as WOMF elects to effect the
conversions.
If
the Company receives cash proceeds from any source, including payments from customers or from the issuance of equity or debt, WOMF can
require the Company to apply 100% of such proceeds to the repayment of the Note.
If
the Company completes a placement of securities, WOMF will have the right to accept such new securities in lieu of the Note and Warrant.
For so long as the Note is outstanding, if the Company issues a security or amends the terms of a security issued before the issue date
of the Note, and WOMF believes that terms of the new or amended security are more favorable to the holder than the terms provided to
WOMF, WOMF may require that such terms become part of WOMF’s transaction documents with the Company.
In
the event of a default under the Note, the Company shall be required to pay WOMF an amount equal to the amount determined by multiplying
the principal amount then outstanding plus default interest by 135%, plus costs of collection. WOMF may elect to accept payment of any
such amount in cash and/or shares of the Company’s common stock, valued for this purpose at the lower of the conversion price then
in effect or a 60% discount to the lowest volume weighted average price of the common stock during the five trading days preceding the
conversion date.
WOMF
has been granted a right of first refusal to participate in future financing transactions conducted by the Company.
As
additional consideration for the purchase of the Note, the Company issued WOMF a warrant (the “Warrant”) to purchase 1,307,190
shares of the Company’s common stock at an exercise price equal to 90% of the lowest volume weighted average price of the common
stock during the five trading days preceding the date of exercise. The Warrant contains a cashless exercise provision and is exercisable
at any time during the period beginning on August 27, 2023 and ending on August 27, 2028. In addition, a warrant issued by the Company
to WOMF in August 2022 was amended to change the exercise price of the warrant from $5.40 per share to the lower of $5.40 per share or
the lowest volume weighted average price of the common stock during the five trading days preceding its exercise.
The
Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement
with the Securities and Exchange Commission to register the shares of common stock issuable upon the conversion of the Note and the exercise
of the Warrant for public resale. The Company filed the registration statement on May 12, 2023 and it was declared effective on May 22,
2023. WOMF has also been granted piggyback registration rights with respect to the shares of common stock issuable upon the conversion
of the Note and the exercise of the Warrant. Each of the Note and Warrant grants full ratchet anti-dilution protection to WOMF in the
event that the Company issues common stock or rights to purchase common stock at a price less than the conversion or exercise price then
in effect.
In
May 2023, the Company issued a promissory note to WOMF in the principal amount of $437,500. The purchase price of the note was $350,000,
representing a 20% original issue discount. The note is non-interest bearing except in the event of a default, in which case interest
will accrue at a rate of 40% per annum in the event of a payment default and 18% per annum in the event of other defaults. The note became
due on October 15, 2023. The principal balance outstanding at March 31, 2024 was $256,893.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
Forbearance
and Amendment of Outstanding Notes.
Contemporaneous
with the sale of the Note and Warrant to WOMF, ASOP and ASOF (collectively, “Arena”), who hold promissory notes with an unpaid
principal balance of approximately $3,877,000 which became due on April 30, 2022 (the “Arena Notes”), entered into a Forbearance
Agreement with the Company pursuant to which they agreed to forbear from exercising remedies under the Arena Notes until December 31,
2024 provided that the Company does not default on its obligations under the Forbearance Agreement. In September 2023, Arena notified
the Company that it was in default of certain obligations under the Forbearance Agreement but did not declare an acceleration of the
indebtedness.
The
Forbearance Agreement requires the Company and/or Company’s subsidiaries, Duramed, Inc. and Duramed MI, LLC (together the “Duramed
Subsidiaries”) to remit to Arena on a monthly basis certain accounts receivable collected by the Company and/or the Duramed
Subsidiaries until the total amount collected is $5,700,000. After the amount collected is $5,700,000, additional collections of these
receivables are shared equally between the Company and Arena. The Company and the Duramed Subsidiaries have assigned their rights to
these receivables to Arena.
If
Arena fully exercises warrants to purchase shares of the Company’s common stock that were previously issued to it, and the aggregate
market value of the shares acquired is less than $1,500,000, the Company must pay to Arena an amount equal to such difference.
In
December 2023 Arena notified the Company that it intended to conduct an auction of certain of the Company’s assets under
Article 9 of the Uniform Commercial Code due to the alleged breaches of the Forbearance Agreement. The auction took place on March 14, 2024.
As
a condition to the closing of the sale of the Note and Warrant to the WOMF, certain terms of certain promissory notes previously issued
by the Company were amended, including the following:
| |
● |
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; |
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
TWS
Note
On
August 12, 2021, pursuant to an Equipment Acquisition Agreement, the Company entered into a twelve-month promissory note of $1,250,000
with payments of $100,000 per month and interest at 6% (See Note 5). As of March 31, 2024, the total amount outstanding was $1,050,000.
WOMF
October 2023 Note
On
October 27, 2023, the Company completed the sale of a promissory note (the “Initial Note”) in the principal amount of $156,250
to WOMF pursuant to a Securities Purchase Agreement between the Company and the WOMF (the “Stock Purchase Agreement”). The
purchase price of the Note was $125,000, representing a 20% original issue discount. The Initial Note is non-interest bearing, except
in the case of the event of a default, in which case interest will accrue from the date of the default at a rate equal to the lower of
18% per annum or the maximum rate permitted by law. The Initial Note becomes due on October 27, 2024.
WOMF
may elect to convert the principal amount of the Initial Note and default interest, if any, subject to adjustment at a price equal to
90% of the lowest daily volume weighted average price of the common stock during the fifteen trading days preceding the conversion date.
WOMF
and/or investors introduced by WOMF may purchase up to an additional $1,693,750 aggregate principal amount of notes having terms substantially
similar to the Initial Note (the “New Notes” and collectively with the Initial Note, the “Notes”). In addition
to the principal and interest payment obligations under the Notes, the Company has agreed to pay and/or cause its newly formed 70% owned
subsidiary, Nascent Pharma, LLC (“Nascent”,) to pay WOMF fifteen percent (15%) of all amounts that would otherwise be distributable
to the Company by Nascent until WOMF receives distributions in the aggregate amount that equal the sum of (a) 200% of the purchase price
of notes previously issued by the Company to WOMF plus (b) 200% of the principal amount of certain notes previously issued by the Company
and acquired by WOMF from a third party plus (c) 100% of the purchase price of Notes purchased pursuant to the Stock Purchase Agreement;
provided, however, if WOMF and/or other investors purchase $1,875,000 aggregate principal amount of Notes pursuant to the Stock Purchase
Agreement, the obligation to pay 100% of the purchase price of the Notes shall be increased to 200% of the purchase price of such Notes.
The amounts distributable by Nascent to the Company, if any, will represent the proceeds of Nascent’s enforcement of certain patents
it is seeking to acquire. Nascent has not yet acquired such patents and no assurance can be given that it will be able to complete such
acquisition. Under the terms of the Stock Purchase Agreement, the purchase of New Notes by WOMF and/or investors introduced by WOMF is
subject to, among other things, Nascent’s acquisition of the patents. If Nascent does not complete the acquisition of the patents,
the Company does not expect that any New Notes will be purchased and the Company will have no obligation to pay additional consideration
to WOMF.
In
the event of a default under a Note, the Company shall be required to pay the holder of the Note an amount equal to the amount determined
by multiplying the principal amount of the Note then outstanding plus default interest by 135%, plus costs of collection. WOMF may elect
to accept payment of any such amount in cash and/or shares of the Company’s common stock, valued for this purpose at the lower
of the conversion price then in effect or a 60% discount to the lowest volume weighted average price of the common stock during the five
trading days preceding the conversion date.
WOMF
has been granted a right of first refusal to participate in future financing transactions conducted by the Company.
The
Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement
with the Securities and Exchange Commission by December 11, 2023 to register for public resale the shares of common stock issuable upon
the conversion of the Note and a consolidated note issued to WOMF in the principal amount of $1,354,210 (the “Consolidated Note”)
which combined certain notes held by WOMF into a single Note. If the Company fails to file the registration statement by December 11,
2023 or have the registration statement declared effective by the deadlines set forth in the Registration Rights Agreement, the Company
will be required to make a payment of 2% of the amount then owed under the Note and the Consolidated Note for each 30 day period after
the applicable deadline that the Company does not file the registration statement or the registration statement is not declared effective.
WOMF has also been granted piggyback registration rights with respect to the shares of common stock issuable upon the conversion of the
Notes it acquires and the Consolidated Note. Each of the Initial Note and Consolidated Note grants full ratchet anti-dilution protection
to WOMF in the event that the Company issues common stock or rights to purchase common stock at a price less than the conversion or exercise
price then in effect.
The
Initial Note contains and the New Notes will contain a provision which provides that the holder will not be converted if the conversion
would result in the holder becoming the beneficial owner of more than 9.99% of the Company’s outstanding common stock.
ClearThink
Notes
The
Company issued a convertible note in the principal amount of $15,000 to ClearThink Capital Partners, LLC (“ClearThink”) in
September 2023 for a purchase price of $10,000. The note has a six month term and is past due. A note in the principal amount of $75,000
was issued to ClearThink for a purchase price of $50,000 in December 2023. This note has a nine month term. Each of the notes bears interest
at a rate of twelve percent (12%) per annum and is convertible into the Company’s common stock at a conversion price of $.0772
per share.
On
February 29, 2024, the Company completed the sale of a promissory note in the principal amount of $75,000 to ClearThink. The
purchase price of the note was $50,000, representing a 33.33% original issue discount. The note becomes due on November
29, 2024 and bears interest, payable upon maturity, at a rate of 12% per annum. ClearThink may convert the purchase price
of the note and accrued and unpaid interest into shares of the Company’s common stock at any time at a conversion price of
$0.0772 per share.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
Other
Loans
On
November 18, 2021, the Company entered into a $100,000 unsecured promissory note agreement with a lender. The promissory note accrued
interest at a rate of 10% per annum and was due within twelve months of issuance or due on demand subsequent to any major funding received
by the Company in excess of $3,000,000. As of March 31, 2024 there was no principal outstanding.
During
the year ended December 31, 2022, the Company entered into various agreements relating to the sales of future receivables for an aggregate
purchase amount of approximately $450,000. The aggregate principal amounts are payable in weekly installments ranging from $2,917 through
$453 until such time the obligations are fully satisfied. As of March 31, 2024, the total amounts outstanding were approximately $95,000.
On
February 11, 2022, the Company entered into a $175,000 unsecured promissory note agreement with a lender. The promissory note accrues
interest at a rate of 16% per annum and is due within six months or due on demand subsequently to any major funding received by the Company
in excess of $2,000,000. As of March 31, 2024the total amount outstanding was $175,000.
On
August 18, 2022, the Company entered into a $250,000 unsecured promissory note agreement with a lender. The promissory note accrues interest
at a rate of 16% per annum and is due within three months or due on demand subsequently to any major funding received by the Company
in excess of $1,000,000. As of March 31, 2024 the note has been satisfied in full.
On
October 14, 2022, the Company entered into a $115,000 unsecured promissory note agreement with a lender. The promissory note accrues
interest at a rate of 18% per annum and was due on October 31, 2022. As of March 31, 2024 the total amount outstanding was $65,000.
On
October 14, 2022, the Company entered into a $230,000 unsecured promissory note agreement with a lender. The promissory note accrues
interest at a rate of 18% per annum and was due on October 31, 2022. As of March 31, 2024 no principal was outstanding.
On
November 17, 2022, the Company entered into a $200,000 unsecured promissory note agreement with a lender. The promissory note accrues
interest at a rate of 18% per annum and was due on December 17, 2022. As of March 31, 2024 the total amount outstanding was $125,000.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
Note
9 – Stockholders’ Equity
Preferred
Stock
Each
share of Series A Preferred Stock is convertible into 218 shares of CANB common stock and is entitled to 4,444 votes. All Preferred Shares
shall rank senior to all shares of Common Stock of the Company with respect to liquidation preferences and shall rank pari passu
to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock.
In the event of a Liquidation Event, whether voluntary or involuntary, each holder may elect (i) to receive, in preference to the holders
of Common Stock, a one-time liquidation preference on a per-share amount equal to the per-share value of preferred shares on the issuance
date, as recorded in the Company’s financial records, or (ii) to participate pari passu with the Common Stock on an as-converted
basis. Subject to any adjustments, the Series A holders shall be entitled to receive such dividends paid and distributions made to the
holders of shares of Common Stock on an as converted basis. During the year ended December 31, 2022, the Company converted 15 shares
of Series A preferred stock to 33,345 shares of common stock.
Each
share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and
winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether
or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common
stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB
common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion
day. The shares of Series B Preferred Stock have no voting rights.
Each
share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of
our common stock. Each Preferred Series C share is convertible into 1,667 shares of common stock. The shares of Series C Preferred Stock
have voting rights as if fully converted. During the year ended December 31, 2022 the Company issued 1,077 shares of Series C preferred
stock.
Each
share of Series D Preferred Stock has 667 shares of voting rights only pari passu to common shares voting with no conversion rights and
no equity participation. The Company can redeem Series D Preferred Stock at any time for par value.
On
February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of
shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27,
2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 shares of a new Series D Preferred Stock with
a par value of $0.001 each. All Series D Preferred Shares shall rank senior to all shares of Common Stock of the Company with respect
to liquidation preferences and shall rank pari passu to all current and future series of preferred stock, unless otherwise stated
in the certificate of designation for such preferred stock. Each Series D Preferred Share shall have voting rights equal to 667 shares
of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary
or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series
D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders.
Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option
to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred
Shares (“Price per Share”). Should the Company desire to purchase Series D Preferred Shares, the Company shall provide the
Holder with written notice and a check or cash in an amount equal to the number of shares of Series D Preferred Shares being purchased
multiplied by the Price per Share. The shares of Series D Preferred Shares so purchased shall be deemed automatically cancelled and the
Holder shall return the certificates for such share to the Corporation. During the year ended December 31, 2022 the Company issued 2,050
shares of Series D preferred stock.
Can
B̅ Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
March
31, 2024
Note
10 – Income Taxes
The
Company’s income tax provisions for the three months ended March 31, 2024 and 2023 reflect the Company’s estimates of the
effective rates expected to be applicable for the respective full years, adjusted for any discrete events, which are recorded in the
period that they occur. These estimates are reevaluated each quarter based on the Company’s estimated tax expense for the full
year. The estimated effective tax rate includes the impact of valuation allowances in various jurisdictions.
Note
11 – Commitments and Contingencies
Lease
Agreements
The
Company leases office space in numerous medical facilities offices under month-to-month agreements.
At
March 31, 2024, the future minimum lease payments under non-cancellable operating leases were:
Schedule
of Future Maturities of Lease Liabilities
| | |
| | |
| Nine months ended December 31, 2024 | |
$ | 294,818 | |
| Fiscal year 2025 | |
| - | |
| Total future minimum
lease payments | |
$ | 294,818 | |
Note
12 – Subsequent Events
The
Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated
financial statements are issued and as of that date. There were no subsequent events that required adjustment or disclosure in the consolidated
financial statements.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Can
B̅ Corp. was originally formed as a Florida corporation on October 11, 2005, under the name of WrapMail, Inc. Effective January
5, 2015, we acquired 100% ownership of Prosperity Systems, Inc., which the Company is in the process of dissolving. Effective December
28, 2018, we acquired 100% ownership of Pure Health Products. In November 2018, we formed Duramed as a wholly owned subsidiary. The Company
is presently in the process of dissolving Prosperity.
The
Company is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids
derived from hemp biomass and the licensing of durable medical devises. Can B̅’s products include oils, creams, moisturizers,
isolate, gel caps, spa products, and concentrates and lifestyle products. Can B̅ develops its own line of proprietary products as
well seeks synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality
hemp derived products on the market through sourcing the best raw material and offering a variety of products we believe will improve
people’s lives in a variety of areas.
On
March 14, 2024, an auction of the assets of our hemp division was conducted under Article 9 of the Uniform Commercial Code following
allegations by Arena that we were in breach of our obligations under certain notes and a forbearance agreement. See “Item 3. Legal
Proceedings.”
Following
the auction, we have continued our hemp operations on a reduced scale using equipment provided by third parties and the services of third-party
processors. Historically, revenues from our hemp division supported, in part, our durable medical equipment business conducted through
Duramed. Due to reduced support from the hemp division, Duramed is operating with reduced staff which has adversely impacted revenues.
While we plan to continue our hemp and durable medical equipment operations for the near term, our primary focus will be on protecting
and commercializing the cannabis patents recently acquired by Nascent.
The
consolidated financial statements include the accounts of CANB and its operational wholly owned subsidiaries.
Results
of Operations
Three
months ended March 31, 2024 compared to three months ended March 31, 2023.
Revenues
decreased $622,609. The decrease largely due to the normalization of sales activity with 2022 positively impacted by the wind down of
restrictions related to the Covid-19 Pandemic surrounding elective surgeries, enabling an increase in the usage of the Company’s
Duramed product lines and ultrasound device associated with patient recovery.
Cost
of product sales increased $668,584 due to inventory adjustments taken.
Operating
expenses increased $1,817,561 as a result of loss on sale of property and equipment offset by decrease consulting fees, rent and other
operating expenses.
Liquidity
and Capital Resources
At
March 31, 2024, the Company had cash and cash equivalents of $26,582 and negative working capital of $6,165,773. Cash and cash equivalents
decreased $7,424. For the three months ended March 31, 2024, $216,851 was provided by operating activities and $224,275 was provided
by operating activities
The
Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit
or any other sources.
We
have no off-balance sheet arrangements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM
4. CONTROLS AND PROCEDURES
(A)
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As
of March 31, 2024, our principal executive officer and principal financial officer conducted an evaluation regarding the effectiveness
of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the evaluation
of these controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls
and procedures were not effective as of the end of the period covered by this report.
(B)
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There
were no changes in our internal control over financial reporting in our fiscal quarter for the period March 31, 2024 covered by this
Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect our internal control over
financial reporting.
PART
II- OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
On
April 28, 2021, the Company was served with a commercial legal action against the Company and certain officers by David Weissberg and
Donna Marino, who are investors in the Company (collectively, the “Investors”). The complaint was filed in the Supreme Court
of the State of New York, County of Nassau, Index No. 605191/2021. The complaint alleges four causes of action.
The
first cause of action alleges that the Company breached Securities Purchase Agreements with the Investors by failing to assist the Investors
in getting opinion letters to remove the restrictive legends from their shares, even though the Company made introductions and requests
to the Company’s counsel, provided supporting documents for the Investor’s shares, and ultimately the opinion letters could
not be rendered because the Investors failed to submit required documentation to counsel.
The
second cause of action is similar to the first but related to alleged misrepresentations regarding removing the restrictive legends from
shares that were issued for services rather than purchased.
The
third cause of action alleges that the Company mislead the Investors to invest $500,000. The final cause of action alleges that officers
of the Company made misrepresentations regarding the value of the Company’s stock, which caused David Weissberg to owe more in
taxes than he was expecting.
We
have consulted with attorneys and believe the Investors’ claims are meritless, factually inaccurate, and frivolous. We intend to
vigorously defend ourselves against the aforementioned legal action and will likely bring counterclaims against the Investors.
Approximately
November 24, 2021, a vendor of the Company filed amended suit against the Company in Florida, Case No. 2021 CA 001797, for monies allegedly
owed and civil theft relating to such monies and related products and fraud in the inducement. We do not believe we owe such vendor any
amount. The court has entered a default judgement against the Company for our failure to timely answer the complaint, which default has
since been overturned. Subsequently the case has been set for interrogatories and document production which activities are being fulfilled.
On
or about August 11, 2022, a Complaint was filed by Evexia Plus, LLC against Can B Corp. in a product payment trade dispute. Case Number
63-CV-2022-900692.00 in the Circuit Court of Tuscaloosa County, AL. On 1-26-2023 the court ordered a Summary Judgement in the amount
of $336,924. The parties are trying to work out a payment schedule tied to production to satisfy the judgement.
On
December 1, 2023,the Company, received a notice from Arena Special Opportunities Partners I, LP, Arena Special Opportunities Fund, LP
and Arena Investors, LP (collectively, the “Arena Entities” or “Arena”) advising that by virtue of defaults in
the performance of the obligations of the Company and its subsidiaries to the Arena Entities, the Arena Entities intended to conduct
a public auction of certain assets of the Company and its subsidiaries under Article 9 of the Uniform Commercial Code.
The
Arena Entities collectively hold approximately $3,838,770 aggregate principal amount of Convertible Notes (the “Arena Notes”)
issued by the Company. The Arena Entities previously notified the Company and its subsidiaries that they were in default of certain obligations
under the Forbearance Agreement dated February 27, 2023 among the Company, its subsidiaries and the Arena Entities pursuant to which
the Arena Entities agreed to forbear from exercising remedies under the Arena Notes until December 31, 2024 provided that no defaults
occurred under the Arena Notes or the Forbearance Agreement. The alleged defaults include a failure to deliver account control agreements,
failure to enter into a servicing agreement, failure to timely make certain payments and the unauthorized use and misuse of receivable
assigned to the Arena Entities.
On
February 27, 2024, the Supreme Court, County of New York (the “Court”), denied a motion made by the Company seeking a temporary
restraining order and preliminary injunction to halt the proposed sale. As a result of the decision, the Arena Entities proceeded with
its proposed auction of the Company’s hemp division assets and the auction took place on March 14, 2024. Approximately $300,000
of proceeds were generated by the sale.
On
April 7, 2024, Arena filed a complaint in the Court against the Company, it subsidiaries and certain officers of the Company and its
subsidiaries alleging tortious interference with the auction and seeking a declaratory judgment that the Company is in breach of the
Arena Notes and the Forbearance Agreement and that Arena has the right to auction certain equipment held at a Company facility that is
not owned by the Company or any of its subsidiaries. The Company believes that Arena’s claims are without merit and intends to
vigorously defend Arena’s claims.
Other
than above, we are not aware of any pending or threatened legal proceedings in which we are involved.
ITEM
1A. RISK FACTORS
There have been no material
changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023,
which was filed with the SEC on April 15, 2024 except as described below.
An auction of the assets
of our hemp division was conducted under Article 9 of the Uniform Commercial Code following allegations by certain affiliated creditors
that we were in breach of our obligations under certain notes and a forbearance agreement. See “Item 1. Legal Proceedings.”
Following the auction, we have continued our hemp operations on a reduced
scale using equipment provided by third parties and the services of third-party processors. Historically, revenues from our hemp division
supported, in part, our durable medical equipment business conducted through Duramed, Inc. Due to reduced support from the hemp division,
Duramed, Inc. is operating with reduced staff which has adversely impacted revenues. While we plan to continue our hemp and durable medical
equipment operations for the near term, our primary focus will be on protecting and commercializing the cannabis patents recently acquired
by Nascent; however the impact of the auction on hemp and Duramed divisions increases the risk that we will not be able to continue as
a going concern.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In
February 2024, the Company issued options to purchase 25,264,463 shares of it common stock at an exercise price of $.05 per
share to officers, directors, employees and consultants. The Company relied upon the exemption provided by Section 4(a)(2) of
the Securities Act of 1933, as amended (the “Securities Act”), in connection with these issuances.
In
February 2024, the Company completed the sale of a promissory note in the principal amount of $75,000 to a creditor. The purchase
price of the note was $50,000, representing a 33.33% original issue discount. The note becomes due on November 29, 2024 and
bears interest, payable upon maturity, at a rate of 12% per annum. The holder may convert the purchase price of the note and accrued
and unpaid interest into shares of the Company’s common stock at any time at a conversion price of $0.07743 per share. The
Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act in connection with this transaction.
During
the three months ended March 31, 2024, the Company issued 11,045,387 shares of common stock upon the conversion of outstanding notes The
Company relied upon the exemption provided by Section 3(a)(9) of the Securities Act of 1933 in connection with these issuances.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
In
September 2023, Arena Special Opportunities Partners I, LP and Arena Special Opportunities Fund, LP provided notice to the Company that
it is in default of certain terms of their Forbearance Agreement with the Company dated as of February 27, 2023 and thus have right to
accelerate the payment of the Company’s obligations under the $3.8 million aggregate principal of notes held by them. In April
2024, the Arena entities filed a lawsuit seeking a declaratory judgment that the Company is in breach
of the Arena Notes and the Forbearance Agreement
As
of March 31, 2023, notes payable in the aggregate principal amount of approximately $7.8 million were past due.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
| Item
15. |
Exhibits,
Financial Statement Schedules. |
Exhibits
Schedule
The
following exhibits are filed with this Annual Report:
| 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) |
| 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 |
| 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 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
Can
B Corp. |
| |
|
| Date:
May 20, 2024 |
By: |
/s/
Marco Alfonsi |
| |
|
Marco
Alfonsi, |
| |
|
Chief
Executive Officer |
| |
|
|
| Date:
May 20, 2024 |
By: |
/s/
Stanley L. Teeple |
| |
|
Stanley
L. Teeple, |
| |
|
Chief
Financial Officer |
