UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from __________ to __________
COMMISSION
FILE NUMBER:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(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.
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).
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 | ☐ |
| ☒ | 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
The number of shares of the registrant’s only class of common stock issued and outstanding as of July 10, 2024 is .
EXPLANATORY NOTE
Can B Corp.
FORM 10-Q/A
March 31, 2024
TABLE OF CONTENTS
| 2 |
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements
Can B̅ Corp. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, less allowance for doubtful accounts of $ | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Deposits | ||||||||
| Intangible assets, net | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets, net | ||||||||
| Other noncurrent assets | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Due to related party | ||||||||
| Notes and loans payable, net | ||||||||
| Warrant liabilities | ||||||||
| Operating lease liability - current | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 11) | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Preferred stock, authorized shares: | ||||||||
| Series A Preferred stock, | ||||||||
| Series C Preferred stock, $ par value: shares authorized, shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | ||||||||
| Series D Preferred stock, $ par value: shares authorized, shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | ||||||||
| Common stock, | ||||||||
| Common stock issuable, | ||||||||
| Treasury stock | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
See notes to consolidated financial statements
| 3 |
Can B̅ Corp. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
|
2024 | 2023 | |||||||
| Revenues | ||||||||
| Product sales | $ | $ | ||||||
| Service revenue | ||||||||
| Total revenues | ||||||||
| Cost of revenues | ||||||||
| Gross profit | ( | ) | ||||||
| Selling, general and administrative | ||||||||
| Loss of sale of assets | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Change in fair value of warrant liability | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other expense | ( | ) | ( | ) | ||||
| Other expense | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for (benefit from) income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share - basic and diluted | $ | ) | $ | ) | ||||
| Weighted average shares outstanding - basic and diluted | ||||||||
See notes to consolidated financial statements
| 4 |
Can B̅ Corp. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)
Three Months Ended March 31, 2024 and 2023
| Series A | Series C | Series D | Common | Treasury | Additional | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Stock | Stock | Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Issuable | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||
| Three months ended March 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services rendered | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued in connection with the issuance of convertible note | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in lieu of interest payments | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||
| Three months ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in lieu of note repayments | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in lieu of interest payments | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ |
| $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements
| 5 |
Can B̅ Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
|
2024 | 2023 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of original-issue-discounts | ||||||||
| Impairment of intangible assets | ||||||||
| Loss on sale of property and equipment | ||||||||
| Bad debt expense | ||||||||
| Change in fair value of warrant liability | ( | ) | ||||||
| Stock-based interest expense | ||||||||
| Stock-based consulting expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Operating lease right-of-use asset | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Deposits paid | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Financing activities: | ||||||||
| Net proceeds received from notes and loans payable | ||||||||
| Proceeds from sale of common stock | ||||||||
| Repayments of notes and loans payable | ( | ) | ( | ) | ||||
| Deferred financing costs | ( | ) | ||||||
| Amounts received from/repaid to related parties, net | ||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| (Decrease)/Increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| 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 | $ | $ | ||||||
| Debt discount associated with convertible note | $ | $ | ||||||
| Issuance of common stock warrants in connection with convertible promissory note | $ | $ | ||||||
See notes to consolidated financial statements
| 6 |
Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited 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 its 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 $
The
Company is currently funding its operations on a month-to-month basis through third party loans. In March 2024, certain equipment
used in the operation of the Company’s hemp division was sold in an auction conducted under Article 9 of the Uniform
Commercial Code. The auction resulted in proceeds of approximately $
Historically, revenues from the Company’s hemp division supported, in part, its durable medical equipment business conducted through Duramed. Due to the elimination of support from the hemp division, Duramed is operating with reduced staff which has adversely impacted revenues.
The Company’s ability to continue its operations is dependent on the execution of management’s plans, which include protecting and commercializing the cannabis patents recently acquired by Nascent Pharma, LLC, raising litigation funding to support Nascent Pharma’s patent protection efforts, continuing to collect Duramed receivables, reestablishing the Company’s production of the Longevity Brand Superfood drink mix for Brooke Burke Body, Inc., restructuring outstanding indebtedness and raising of capital through the debt and/or equity markets. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the Company is not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in its financial statements.
There can be no assurances that the Company will be successful in generating additional cash from equity or debt financings or other sources to be used for operations. Should the Company not be successful in obtaining the necessary financing to fund its operations, it would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.
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 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.
| 7 |
Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited Consolidated Financial Statements
March 31, 2024
Principles of Consolidation
The unaudited condensed 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, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2023 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.
| 8 |
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. December 2023 revenues and accounts payable were misstated and a correction
of $
Note 4 – Fair Value Measurements
The carrying value and fair value of the Company’s financial instruments are as follows:
| March 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
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:
| As of | ||||||||
March 31, 2024 | December 31, 2023 | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Remaining term (in years) | ||||||||
| Volatility | % | % | ||||||
| Risk-free rate | % | % | ||||||
| Expected dividend yield | % | % | ||||||
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:
| Warrant liabilities | ||||
| Estimated fair value at December 31, 2022 | $ | |||
| Issuance of warrant liabilities | ||||
| Change in fair value | ( | ) | ||
| Estimated fair value at March 31, 2023 | $ | |||
| Estimated fair value at December 31, 2023 | $ | |||
| Change in fair value | ||||
| Estimated fair value at March 31, 2024 | $ |
| 9 |
Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited Consolidated Financial Statements
March 31, 2024
Note 5 – Inventories
Inventories consist of:
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Total | $ | $ | ||||||
Note 6 – Property and Equipment
Property and equipment consist of:
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Office equipment | ||||||||
| Manufacturing equipment | ||||||||
| Medical equipment | ||||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Net | $ | $ | ||||||
Depreciation
expense related to property and equipment was $
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 $
Note 7 – Intangible Assets
Intangible assets consist of:
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Technology, IP and patents | $ | $ | ||||||
| Total | ||||||||
| Accumulated amortization | ( | ) | ||||||
| $ | $ | |||||||
Amortization
expense was $
| 10 |
Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited 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 $
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 $
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 $
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 $
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 $
| 11 |
Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited 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 $
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 $
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 $
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 $
| 12 |
Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited 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 $
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 $
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 $
On
March 2, 2023, the Company completed the sale of a promissory note (the “Note”) in the principal amount of $
The
Note is payable in nine (9) monthly installments of $
| 13 |
Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited 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 $
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
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
shares of the Company’s common stock at an exercise price equal to
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 $
| 14 |
Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited 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 $
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 $
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 $
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 $ | |
| ● | in
consideration of the Company’s agreement to provide a product credit for future orders of $ | |
| ● | the
maturity date of a promissory note in the principal amount of $ | |
| ● | in
consideration of the repayment of a total of $ |
| 15 |
Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited 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 $
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
$
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
WOMF
and/or investors introduced by WOMF may purchase up to an additional $
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
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 $
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
ClearThink Notes
The
Company issued a convertible note in the principal amount of $
On
February 29, 2024, the Company completed the sale of a promissory note in the principal amount of $
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Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited Consolidated Financial Statements
March 31, 2024
Other Loans
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 $
On
February 11, 2022, the Company entered into a $
On
October 14, 2022, the Company entered into a $
On
November 17, 2022, the Company entered into a $
Warrants
In
connection with certain of the notes discussed above, the Company issued warrants to various lenders to purchase a total of
Related Party Note
The
Company has entered into a promissory note with Pat Ferro, a co-founder of the Company. As of March 31, 2024, the total amount outstanding
was $
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Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited Consolidated Financial Statements
March 31, 2024
Note 9 – Stockholders’ Equity
Preferred Stock
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 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 shares of Series C preferred stock.
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 shares of a new Series D Preferred Stock with
a par value of $ 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.
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Can B̅ Corp. and Subsidiaries
Condensed Notes to Unaudited Consolidated Financial Statements
March 31, 2024
The fair value of each option award is estimated on the date of grant using a Black Scholes option valuation model that uses the assumptions noted in the following table. Because Black Scholes option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other factors. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
March 31, 2024 | March 31, 2023 | |||||||
| Per share fair value at grant date | $ | - | $ | |||||
| Risk free interest rate | %- | % | - | |||||
| Expected volatility | % | - | % | |||||
| Dividend yield | % | - | % | |||||
| Expected life in years | - | |||||||
| Option Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Outstanding, January 1, 2024 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | - | |||||||||||
| Forfeited | - | |||||||||||
| Expired | - | |||||||||||
| Outstanding, March 31, 2024 | $ | |||||||||||
Stock-based compensation expense related to stock options during the three months ended March 31, 2024 was $. stock-based compensation was recognized for the three months ended March 31, 2023.
Note 11 – 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 12 – 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:
| Nine months ended December 31, 2024 | $ | |||
| Fiscal year 2025 | ||||
| $ |
Note 13 – 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 condensed consolidated financial statements, except as follows:
In April 2024 the Company and the landlord of its Hicksville, New York office settled an action instituted by the landlord seeking unpaid rent and possession of the premises pursuant to an agreement which required the Company to move to a smaller space in the same facility at a reduced rent and requires the Company to pay back rent over a period of time.
On April 7, 2024, Arena filed a complaint in the Supreme Court, County of New York against the Company, it subsidiaries and certain officers of the Company and its subsidiaries alleging tortious interference with the auction conducted under Article 9 of the Uniform Commercial Code in March 2014 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.
In June 2024, the Company’s Board of Directors concluded that as a result of the impact of the auction conducted by Arena under Article 9 of the Uniform Commercial Code on the hemp division, it was no longer feasible to continue the Company’s hemp operations. As a result, the Company is no longer pursuing the development, manufacture or sale of hemp derived products.
The Company was a party to a Hemp Purchase Agreement with One Bad Moon Rising, LLC (“OBMR”). OMBR alleged that the Company breached the agreement and advised the Company that it would seek to enforce its rights under the contract if OBMR’s proposal to settle the matter was not accepted. The matter was settled in June 2024 pursuant to an agreement which required the Company to return approximately pounds of hemp biomass to OBMR and issue OBMR shares of its common stock.
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 “Part II Item 1. Legal Proceedings.”
Following the auction, we 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. Subsequent to March 31, 2024, our Board of Directors concluded that as a result of the impact of the auction conducted by Arena under Article 9 of the Uniform Commercial Code on the hemp division, it is no longer feasible to continue our hemp operations. As a result, we are no longer pursuing the development, manufacture or sale of hemp derived products. Going forward, our primary focus will be on protecting and commercializing the cannabis patents acquired by Nascent, continuing to collect Duramed receivables and reestablishing the Company’s production of the Longevity Brand Superfood drink mix for Brooke Burke Body, Inc
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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 “Part II Item 1. Legal Proceedings.”
Following the auction, we 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. Subsequent to March 31, 2024, our Board of Directors concluded that as a result of the impact of the auction conducted by Arena under Article 9 of the Uniform Commercial Code on the hemp division, it is no longer feasible to continue our hemp operations. As a result, we are no longer pursuing the development, manufacture or sale of hemp derived products. Going forward, our primary focus will be on protecting and commercializing the cannabis patents acquired by Nascent, continuing to collect Duramed receivables and reestablishing the Company’s production of the Longevity Brand Superfood drink mix for Brooke Burke Body, Inc.
The condensed 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 $570,209. 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 $2,981,197 as a result of loss on sale of property and equipment as well as $1,163,636 in stock compensation expense in the three months ended March 31, 2024 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, $216,850 was provided by operating activities and $224,274 was used by financing 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.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments address investor requests for enhanced transparency regarding income tax information. Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses, and is effective for fiscal years beginning after December 31, 2023 and for interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the impact of this standard on the consolidated financial statements.
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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 have concluded that our disclosure controls and procedures are ineffective to ensure that information disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. This determination was based on the small size of our accounting staff and the lack of segregation of duties.
To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
(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.
In November 24, 2021, a vendor of the Company filed an 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.
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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.
Quality Plaza Realty, LLC, the landlord of the Company’s Hicksville, New York office, filed petitions in the District Court of the County of Nassau, New York in October 2023 seeking a judgment of $33,916.16 for unpaid rent and repossession of the premises. The Company and the landlord settled this matter in April 2024 pursuant to an agreement which required the Company to move to a smaller space in the same facility at a reduced rent and requires the Company to pay back rent over a period of time.
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.”
In June 2024 our Board of Directors concluded that as a result of the impact of the auction on the hemp division, it is no longer feasible to continue our hemp operations. As a result, we will no longer pursue the development, manufacture or sale of hemp derived products.
Historically, revenues from our hemp division supported, in part, our durable medical equipment business conducted through Duramed. Due to the elimination of support from the hemp division, Duramed is operating with reduced staff which has adversely impacted revenues. Going forward, our primary focus will be on protecting and commercializing the cannabis patents recently acquired by Nascent; however, the discontinuance of our hemp division and its impact on the Duramed division 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 27,019,284 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, 2024, notes payable in the aggregate principal amount of approximately $7.8 million were past due.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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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:
| 23 |