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 ~~June~~September 30, 2022

☐ 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: ~~333-208293~~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)

Canbiola, Inc.

(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 ~~August 21,~~November 18, 2022 is ~~3,500,224~~4,046,780.

Can B Corp.

FORM 10-Q

~~June~~September 30, 2022

TABLE OF CONTENTS

		Page
		No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets – ~~June~~September 30, 2022 and December 31, 2021	3
	Consolidated Statements of Operations – Three and ~~six~~Nine Months Ended ~~June~~September 30, 2022 and 2021	4
	Consolidated Statement of Stockholders’ Equity - Three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021	5
	Consolidated Statements of Cash Flows – ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021	6
	Condensed Notes to Unaudited Consolidated Financial ~~Statements.~~Statements.	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1819
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	1920
Item 4	Controls and Procedures.	1920
	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	2021
Item A.	Risk Factors	2021
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2021
Item 3.	Defaults Upon Senior Securities	2122
Item 4.	Mine Safety Disclosures	2122
Item 5.	Other Information	2122
Item 6.	Exhibits	2122

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

Can B̅ Corp. and Subsidiaries

Consolidated Balance Sheets


	(Unaudited)						(Unaudited)
	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021
Assets
Current assets:
Cash and cash equivalents	$	124,058		$	449,001		$	34,471		$	449,001
Accounts receivable, less allowance for doubtful accounts of $547,241		4,954,293			3,646,677			7,039,596			3,646,677
Inventory		3,162,074			2,553,438			2,259,014			2,553,438
Note receivable		-			2,898			-			2,898
Prepaid expenses		4,451			1,625
Prepaid expenses and other current assets								18,009			1,625
Total current assets		8,244,876			6,653,639			9,351,090			6,653,639

Property and equipment, net		6,434,380			7,052,926			5,778,869			7,052,926

Other assets:
Deposits		165,787			165,787			165,787			165,787
Intangible assets, net		365,606			369,015			110,144			369,015
Operating lease right-of-use-asset, net		1,810,796			2,220,134
Right of use assets, net								1,299,579			2,220,134
Other noncurrent assets		13,139			13,139			13,139			13,139
Total other assets		2,355,328			2,768,075			1,588,649			2,768,075

Total assets	$	17,034,584		$	16,474,640		$	16,718,608		$	16,474,640

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,730,495		$	1,163,284		$	3,101,232		$	1,163,284
Accrued expenses		157,681			2,407,528			181,670			2,407,528
Due to related party		245,434			218,273			295,243			218,273
Notes and loans payable, net		6,314,585			4,865,749			7,263,347			4,865,749
Warrant liabilities		172,269			-			130,373			-
Operating lease liability - current		830,285			808,223			584,434			808,223
Total current liabilities		10,450,749			9,463,057			11,556,299			9,463,057

Long-term liabilities:
Notes and loans payable, net								-			-
Operating lease liability - noncurrent		944,182			1,392,068			668,766			1,392,068
Total long-term liabilities		944,182			1,392,068			668,766			1,392,068

Total liabilities	$	11,394,931		$	10,855,125		$	12,225,065		$	10,855,125

Commitments and contingencies (Note 14)		-						-			-

Stockholders’ equity:
Preferred stock, authorized 5,000,000 shares:
Series A Preferred stock, 0 par value: 20 shares authorized, 5 shares and 20 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		5,320,000			28,440,000
Series A Preferred stock, no par value: 20 shares authorized, 5 shares and 20 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively								5,320,000			28,440,000
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, 23 issued and outstanding		207,000			207,000
Series D Preferred stock, $0.001 par value: 4,000 shares authorized, 1,950 issued and outstanding		2			2
Series C Preferred stock, $0.001 par value: 2,000 shares authorized, 1,100 and 23 issued and outstanding at September 30, 2022 and December 31, 2021, respectfully								2,900,039			207,000
Series D Preferred stock, $0.001 par value: 4,000 shares authorized, 4,000 and 1,950 issued and outstanding at September 30, 2022 and December 31, 2021, respectfully								4			2
Preferred Stock Value
Common stock, 0 par value; 1,500,000,000 shares authorized, 3,445,749 and 2,834,755 issued and outstanding at June 30, 2022 and December 31, 2021, respectively		77,256,363			49,676,847
Common stock issuable, 0 par value; 21,547 and 0 shares at June 30, 2022 and December 31, 2021, respectively		119,586			-
Common stock, no par value; 1,500,000,000 shares authorized, 3,861,610 and 2,834,755 issued and outstanding at September 30, 2022 and December 31, 2021, respectively								78,511,188			49,676,847
Common stock issuable, no par value; 36,248 and 0 shares at September 30, 2022 and December 31, 2021, respectively								119,586			-
Treasury stock		(572,678	)		(572,678	)		(572,678	)		(572,678	)
Additional paid-in capital		6,206,822			5,635,003			8,006,822			5,635,003
Accumulated deficit		(82,897,442	)		(77,766,659	)		(89,791,418	)		(77,766,659	)
Total stockholders’ equity		5,639,653			5,619,515			4,493,543			5,619,515

Total liabilities and stockholders’ equity	$	17,034,584		$	16,474,640		$	16,718,608		$	16,474,640

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Operations

													2022			2021			2022			2021
	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 31,						September 30,						September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Revenues
Product sales	$	915,261		$	362,101		$	2,225,657		$	605,796		$	2,629,636		$	1,749,435		$	4,855,293		$	2,355,231
Service revenue		355,741			39,665			905,665			102,910			258,488			160,937			1,164,153			263,847
Total revenues		1,271,002			401,766			3,131,322			708,706			2,888,124			1,910,372			6,019,446			2,619,078
Cost of revenues		1,030,817			258,612			2,221,147			335,407			1,029,180			540,886			3,250,327			876,293
Gross profit		240,185			143,154			910,175			373,299			1,858,944			1,369,486			2,769,119			1,742,785

Operating expenses		1,798,794			2,728,998			5,660,791			4,751,677			8,686,912			3,893,685			14,347,703			8,645,362

Loss from operations		(1,558,609	)		(2,585,844	)		(4,750,616	)		(4,378,378	)		(6,827,968	)		(2,524,199	)		(11,578,584	)		(6,902,577	)

Other income (expense):
Other income		-			-			-			3,582			9			-			-			2,935
Change in fair value of warrant liability		84,751			-			114,088			-			103,951			-			218,039			-
Gain on debt extinguishment		-			196,889			-			196,889			-			-			-			196,889
Interest expense		(171,173	)		(348,008	)		(493,401	)		(740,795	)		(165,993	)		(707,855	)		(659,394	)		(1,448,650	)
Other expense		(855	)		(1,982	)		(854	)		-			(3,975	)		(647	)		(4,820	)		-
Other income (expense)		(87,277	)		(153,101	)		(380,167	)		(540,324	)
Other expense														(66,008	)		(708,502	)		(446,175	)		(1,248,826	)

Loss before provision for income taxes		(1,645,886	)		(2,738,945	)		(5,130,783	)		(4,918,702	)		(6,893,976	)		(3,232,701	)		(12,024,759	)		(8,151,403	)

Provision for income taxes		-			1,044			-			1,169
Provision for (benefit from) income taxes														-			(85	)		-			1,084

Net loss	$	(1,645,886	)	$	(2,739,989	)	$	(5,130,783	)	$	(4,919,871	)	$	(6,893,976	)	$	(3,232,616	)	$	(12,024,759	)	$	(8,152,487	)

Loss per share - basic and diluted	$	(0.49	)	$	(1.76	)	$	(1.57	)	$	(3.90	)	$	(1.98	)	$	(1.61	)	$	(3.56	)	$	(5.39	)
Weighted average shares outstanding - basic and diluted		3,370,110			1,559,196			3,262,791			1,262,398			3,488,903			2,001,718			3,378,577			1,511,175

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Stockholders’ Equity

Three Months Ended June 30, 2022 and 2021

Series A Series B Series C Series D Common Additional
Preferred Stock Preferred Stock Preferred Stock Preferred Stock Common Stock Stock Treasury Stock Paid-in Accumulated
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Issuable Shares Amount Capital Deficit Total
Three months ended June 30, 2022

Balance, April 1, 2022 5 $ 5,320,000 - $ - 23 $ 207,000 1,950 $ 2 3,264,566 $ 76,219,018 $ 119,586 36,248 $ (572,678 ) $ 6,206,822 $ (81,251,556 ) $ 6,248,194

Issuance of common stock for services rendered - - - - - - - - 181,183 1,037,345 - - - - 1,037,345

Net loss - - - - - - - - - - - - - - (1,645,886 ) (1,645,886 )

Balance, June 30, 2022 5 $ 5,320,000 0 $ - 23 $ 207,000 1,950 $ 2 3,445,749 $ 77,256,363 $ 119,586 36,248 $ (572,678 ) $ 6,206,822 $ (82,897,442 ) $ 5,639,653

Three months ended June 30, 2021

Balance, April 1, 2021 20 $ 28,440,000 - $ - 473 $ 4,257,000 1,950 $ 2 1,111,177 $ 35,831,826 $ - 36,248 $ (572,678 ) $ 2,724,689 $ (67,777,146 ) $ 2,903,693

Issuance of common stock for services rendered - - - - - - - - 18,357 350,913 - - - - - 350,913

Issuance of common stock warrants and commitment shares in connection with convertible promissory note - - - - - - - - - - - - - 662,062 - 662,062

Net loss - - - - - - - - - - - - - - (2,739,989 ) (2,739,989 )

Balance, June 30, 2021 20 $ 28,440,000 - $ - 473 $ 4,257,000 1,950 $ 2 1,129,534 $ 36,182,739 $ - 36,248 $ (572,678 ) $ 3,386,751 $ (70,517,135 ) $ 1,176,679

~~Six~~Three Months Ended ~~June~~September 30, 2022 and 2021

Series A Series B Series C Series D Common Additional
Preferred Stock Preferred Stock Preferred Stock Preferred Stock Common Stock Stock Treasury Stock Paid-in Accumulated
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Issuable Shares Amount Capital Deficit Total
Six months ended June 30, 2022

Balance, January 1, 2022 20 $ 28,440,000 - $ - 23 $ 207,000 1,950 $ 2 2,834,755 $ 49,676,847 $ - 36,248 $ (572,678 ) $ 5,635,003 $ (77,766,659 ) $ 5,619,515

Conversion of Series A Preferred stock to Common stock (15 ) (23,120,000 ) - - - - - - 33,345 23,120,000 - - - - - -

Sale of common stock - - - - - - - - 51,282 500,000 - - - - - 500,000

Issuance of common stock in lieu of note interest repayments - - - - - - - - 10,150 73,078 - - - - - 73,078

Issuance of common stock for services rendered - - - - - - - - 312,008 2,020,274 119,586 - - - - 2,139,860

Issuance of common stock for equipment - - - - - - - - 13,704 98,666 - - - - - 98,666

Issuance of common stock for asset acquisition - - - - - - - - 190,505 1,767,498 - - - - - 1,767,498

Stock-based compensation - - - - - - - - - - - - - 571,819 - 571,819

Net loss - - - - - - - - - - - - - - (5,130,783 ) (5,130,783 )

Balance, June 30, 2022 5 $ 5,320,000 0 $ - 23 $ 207,000 1,950 $ 2 3,445,749 $ 77,256,363 $ 119,586 36,248 $ (572,678 ) $ 6,206,822 $ (82,897,442 ) $ 5,639,653

Six months ended June 30, 2021

Balance, January 1, 2021 20 $ 28,440,000 - $ - 623 $ 5,607,000 - $ - 369,639 $ 30,874,270 $ - 36,248 $ (572,678 ) $ 2,724,689 $ (65,597,264 ) $ 1,476,017

Issuance of preferred stock - - - - - - 1,950 2 - - - - - - - 2

Conversion of Series C Preferred stock to common stock - - - - (150 ) (1,350,000 ) - - 250,000 1,350,000 - - - - - -

Sale of common stock - - - - - - - - 382,133 2,866,000 - - - - - 2,866,000

Issuance of common stock in lieu of note repayments - - - - - - - - �� 77,017 537,748 - - - - - 537,748

Issuance of common stock for services rendered - - - - - - - - 27,074 417,048 - - - - - 417,048

Issuance of common stock for asset acquisition - - - - - - - - 23,670 137,673 - - - - - 137,673

Issuance of common stock warrants and commitment shares in connection with convertible promissory note - - - - - - - - - - - - - 662,062 - 662,062

Net loss - - - - - - - - - - - - - - (4,919,871 ) (4,919,871 )

Balance, June 30, 2021 20 $ 28,440,000 - $ - 473 $ 4,257,000 1,950 $ 2 1,129,534 $ 36,182,739 $ - 36,248 $ (572,678 ) $ 3,386,751 $ (70,517,135 ) $ 1,176,679

	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							Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Stock		Treasury Stock					Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
Three months ended September 30, 2022

Balance, July 1, 2022		5	$	5,320,000		-	$	-		23	$	207,000		1,950	$	2		3,445,749	$	77,256,363	$	119,586		36,248	$	(572,678	)	$	6,206,822	$	(82,897,442	)	$	5,639,653

Issuance of preferred stock		-		-		-		-		10377		2,693,039		2,050		2		-		-		-		-		-			-		-			2,693,041

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		397,634		1,246,184		-		-		-			-		-			1,246,184

Issuance of common stock resulting from the exercise of warrants		-		-		-		-		-		-		-		-		18,227		8,641		-		-		-			-		-			8,641

Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-			1,800,000		-			1,800,000

Net loss		-		-		-		-		-		-		-		-		-		-				-		-			-		(6,893,976	)		(6,893,976	)

Balance, September 30, 2022		5	$	5,320,000		0	$	-		1,100	$	2,900,039		4,000	$	4		3,861,610	$	78,511,188	$	119,586		36,248	$	(572,678	)	$	8,006,822	$	(89,791,418	)	$	4,493,543

Three months ended September 30, 2021

Balance, July 1, 2021		20	$	28,440,000		-	$	-		473	$	4,257,000		1,950	$	2		1,129,534	$	36,182,739	$	-		36,248	$	(572,678	)	$	3,386,751	$	(70,517,135	)	$	1,176,679

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		69,001		568,776		-		-		-			-		-			568,776

Issuance of common stock for asset acquisitions		-		-		-		-		-		-		-		-		345,467		3,212,840		-		-		-			-		-			3,212,840

Sale of common stock		-		-		-		-		-		-		-		-		239,436		1,960,001		-		-		-			-		-			1,960,001

Issuance of common stock in lieu of interest payments		-		-		-		-		-		-		-		-		25,416		140,263		-		-		-			-		-			140,263

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-		(3,232,616	)		(3,232,616	)

Balance, September 30, 2021		20	$	28,440,000		-	$	-		473	$	4,257,000		1,950	$	2		1,808,854	$	42,064,619	$	-		36,248	$	(572,678	)	$	3,386,751	$	(73,749,751	)	$	3,825,943

Nine Months Ended September 30, 2022 and 2021

	Series A						Series B				Series C						Series D								Common							Additional
	Preferred Stock						Preferred Stock				Preferred Stock						Preferred Stock				Common Stock				Stock		Treasury Stock					Paid-in		Accumulated
	Shares			Amount			Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
Nine months ended September 30, 2022

Balance, January 1, 2022		20		$	28,440,000			-	$	-		23		$	207,000			1,950	$	2		2,834,755	$	49,676,847	$	-		36,248	$	(572,678	)	$	5,635,003	$	(77,766,659	)	$	5,619,515

Conversion of Series A Preferred stock to Common stock		(15	)		(23,120,000	)		-		-		-			-			-		-		33,345		23,120,000		-		-		-			-		-			-

Issuance of preferred stock		-			-			-		-		1,077			2,693,039			2,050		2		-		-		-		-		-			-		-			2,693,041

Sale of common stock		-			-			-		-		-			-			-		-		51,282		500,000		-		-		-			-		-			500,000

Issuance of common stock in lieu of note interest repayments		-			-			-		-		-			-			-		-		10,150		73,078		-		-		-			-		-			73,078

Issuance of common stock for services rendered		-			-			-		-		-			-			-		-		709,642		3,266,458		119,586		-		-			-		-			3,386,044

Issuance of common stock for equipment		-			-			-		-		-			-			-		-		13,704		98,666		-		-		-			-		-			98,666

Issuance of common stock for asset acquisition		-			-			-		-		-			-			-		-		190,505		1,767,498		-		-		-			-		-			1,767,498

Issuance of common stock resulting from the exercise of warrants		-			-			-		-		-			-			-		-		18,227		8,641		-		-		-			-		-			8,641

Stock-based compensation		-			-			-		-		-			-			-		-		-		-		-		-		-			2,371,819		-			2,371,819

Net loss		-			-			-		-		-			-			-		-		-		-		-		-		-			-		(12,024,759	)		(12,024,759	)

Balance, September 30, 2022		5		$	5,320,000			0	$	-		1,100		$	2,900,039			4,000	$	4		3,861,610	$	78,511,188	$	119,586		36,248	$	(572,678	)	$	8,006,822	$	(89,791,418	)	$	4,493,543

Nine months ended September 30, 2021

Balance, January 1, 2021		20		$	28,440,000			-	$	-		623		$	5,607,000			-	$	-		369,639	$	30,874,270	$	-		36,248	$	(572,678	)	$	2,724,689	$	(65,597,264	)	$	1,476,017
Beginning balance		20		$	28,440,000			-	$	-		623		$	5,607,000			-	$	-		369,639	$	30,874,270	$	-		36,248	$	(572,678	)	$	2,724,689	$	(65,597,264	)	$	1,476,017

Issuance of preferred stock		-			-			-		-		-			-			1,950		2						-		-		-			-		-			2

Conversion of Series C Preferred stock to common stock		-			-			-		-		(150	)		(1,350,000	)		-		-		250,000		1,350,000		-		-		-			-		-			-

Sale of common stock		-			-			-		-		-			-			-		-		621,569		4,826,001		-		-		-			-		-			4,826,001

Issuance of common stock in lieu of note repayments		-			-			-		-		-			-			-		-		77,017		537,748		-		-		-			-		-			537,748

Issuance of common stock for services rendered		-			-			-		-		-			-			-		-		96,075		985,824		-		-		-			-		-			985,824

Issuance of common stock for asset acquisition		-			-			-		-		-			-			-		-		369,137		3,350,513		-		-		-			-		-			3,350,513

Issuance of common stock warrants and commitment shares in connection with convertible promissory note		-			-			-		-		-			-			-		-						-		-		-			662,062		-			662,062

Issuance of common stock in lieu of note repayments		-			-			-		-		-			-			-		-		25,417		140,263		-		-		-			-		-			140,263

Net loss		-			-			-		-		-			-			-		-		-		-		-		-		-			-		(8,152,487	)		(8,152,487	)

Balance, September 30, 2021		20		$	28,440,000			-	$	-		473		$	4,257,000			1,950	$	2		1,808,854	$	42,064,619	$	-		36,248	$	(572,678	)	$	3,386,751	$	(73,749,751	)	$	3,825,943
Ending balance		20		$	28,440,000			-	$	-		473		$	4,257,000			1,950	$	2		1,808,854	$	42,064,619	$	-		36,248	$	(572,678	)	$	3,386,751	$	(73,749,751	)	$	3,825,943

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Cash Flows

Six Months Ended
June 30,
2022 2021
Operating activities:
Net loss $ (5,130,783 ) $ (4,919,871 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation 571,819 -
Depreciation 715,038 72,342
Amortization of intangible assets 20,906 103,480
Amortization of original-issue-discounts 224,276 697,594
Bad debt expense 2,898 47,452
Change in fair value of warrant liability (114,088 ) -
Gain on debt extinguishment - (196,889 )
Stock-based interest expense 73,078 -
Stock-based consulting expense 2,139,860 417,048
Changes in operating assets and liabilities:
Accounts receivable (1,307,616 ) (204,274 )
Inventory (608,636 ) 24,711
Prepaid expenses (652 ) 159,328
Deposits - (2,000 )
Other noncurrent assets - 7,347
Operating lease right-of-use asset (16,486 ) (573 )
Accounts payable 1,573,418 649,552
Accrued expenses (499,847 ) (42,885 )
Net cash used in operating activities (2,356,815 ) (3,187,638 )

Investing activities:
Purchase of property and equipment - (166,476 )
Purchase of intangible assets - (177,530 )
Net cash used in investing activities - (344,006 )

Financing activities:
Net proceeds received from notes and loans payable 1,859,450 1,525,000
Proceeds from issuance of Series D Preferred Stock - 2
Proceeds from sale of common stock 500,000 2,866,000
Repayments of notes and loans payable (277,037 ) (224,000 )
Deferred financing costs (77,702 ) -
Amounts received from related parties, net 27,161 -
Net cash provided by financing activities 2,031,872 4,167,002

Decrease in cash and cash equivalents (324,943 ) 635,358
Cash and cash equivalents, beginning of period 449,001 457,798
Cash and cash equivalents, end of period $ 124,058 $ 1,093,156

Supplemental Cash Flow Information:
Income taxes paid $ - $ 1,169
Interest paid $ 62,100 $ 4,000
Non-cash Investing and Financing Activities:
Issuance of common stock in lieu of repayment of notes payable $ - $ 537,748
Issuance of common stock in asset acquisitions $ 1,767,498 $ 137,673
Debt discount associated with warrant liability $ 286,357 $ -
Issuance of common stock warrants and commitment shares in connection with convertible promissory note $ - $ 662,062

	2022			2021
	Nine Months Ended
	September 30,
	2022			2021
Operating activities:
Net loss	$	(12,024,759	)	$	(8,152,487	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		5,064,860			-
Depreciation		1,061,549			141,961
Amortization of intangible assets		23,906			135,339
Amortization of original-issue-discounts		324,987			1,168,918
Bad debt expense		316,136			47,452
Impairment of intangible assets		252,462			-
Loss on sale of property and equipment		309,000			-
Change in fair value of warrant liability		(218,039	)		-
Gain on debt extinguishment		-			(196,889	)
Stock-based interest expense		73,078			140,263
Stock-based consulting expense		3,386,044			-
Changes in operating assets and liabilities:
Accounts receivable		(3,706,157	)		(1,173,653	)
Inventory		294,424			(516,340	)
Prepaid expenses		(14,210	)		885,029
Deposits		-			(2,000	)
Other noncurrent assets		-			9,182
Operating lease right-of-use asset		(26,536	)		1,811
Accounts payable		1,938,159			1,490,268
Accrued expenses		(475,858	)		(42,769	)
Net cash used in operating activities		(3,420,954	)		(6,063,915	)

Investing activities:
Purchase of property and equipment		-			(472,827	)
Purchase of intangible assets		-			(177,530	)
Net cash used in investing activities		-			(650,357	)

Financing activities:
Net proceeds received from notes and loans payable		2,854,853			1,525,000
Proceeds from issuance of Series D Preferred Stock		-			2
Proceeds from sale of common stock		500,000			4,826,001
Repayments of notes and loans payable		(347,693	)		(224,000	)
Deferred financing costs		(77,706	)		-
Amounts received from related parties, net		76,970			320,000
Net cash provided by financing activities		3,006,424			6,447,003

Decrease in cash and cash equivalents		(414,530	)		(267,269	)
Cash and cash equivalents, beginning of period		449,001			457,798
Cash and cash equivalents, end of period	$	34,471		$	190,529

Supplemental Cash Flow Information:
Income taxes paid	$	-		$	1,084
Interest paid	$	72,346		$	4,000
Non-cash Investing and Financing Activities:
Issuance of common stock in lieu of repayment of notes payable	$	-		$	537,748
Issuance of common stock in asset acquisitions	$	1,767,498		$	3,350,513
Debt discount associated with warrant liability	$	357,049		$	-
Issuance of common stock resulting from the exercise of warrants	$	8,641		$	-
Issuance of common stock warrants and commitment shares in connection with convertible promissory note	$	-		$	662,062

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

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 with and without CBD infused pads, 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”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third-parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021), TN Botanicals, LLC and CO Botanicals LLC (both incorporated in August 2021). These three subsidiaries have also begun synthesizing Delta-8 and Delta-10 from hemp. Delta-8 and Delta-10 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived Delta-8 and Delta-10 are in a gray area and considered a potential loophole at this point due to the 2018 hemp bill. The Company’s other subsidiaries did not have operations during the year ended December 31, 2021.

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.

Note 2 – Liquidity

The 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 ~~June~~September 30, 2022, the Company had cash and cash equivalents of $~~124,058~~34,471 and negative working capital of $~~2,205,873~~2,205,209. For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company had incurred losses of $~~5,130,783~~12,024,759 and $~~4,919,871~~8,152,487, 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 remains fully vertically integrated in legal hemp operations and sales with processing of hemp biomass and crude hemp oil into distillate, isolate, and ultimately into isomers. The Company ~~plans to improve its financial condition by raising capital through the sale of shares~~moved all of its ~~common stock. Also,~~help processing equipment previously located in its Miami, FL operation under Botanical Biotech, LLC to its main hemp processing center in CO. The Company also terminated its lease with the Miami landlord. The Company moved all of the hemp processing equipment previously located in its McMinnville, TN operation under TN Botanicals, LLC to its main hemp processing center in CO.

As a result of these equipment moves, the Colorado operation will, once fully operational, improve operating efficiencies, increase management oversight, and be able to increase throughput by double verse the prior three independent operating facilities. The Company expects to have the consolidated operation fully operational by the end of fiscal 2022. Senior management of the Company ~~plans~~will be on-site in CO during this consolidation period to ~~expand its operation~~ensure maximum efficiencies and continue operations during this rebuilding period. Immediate impact of ~~CBD products to increase its profitability.~~ the consolidation is elimination of duplicate lines, better coordination of customer orders, reduction in transportation charges, and manpower efficiencies with larger batch sizes and reduced personnel.

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 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, 2021 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, 2021 (“2021 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2021 Form 10-K.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

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.

Covid-19

Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain.

In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners.

Management 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 2021 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 2021 Form 10-K.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

Segment reporting

As of ~~June~~September 30, 2022, 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

June 30, 2022

September 30, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	172,269	$	172,269	$	—	$	—	$	130,373	$	130,373

As of December 31, 2021

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:

Schedule of Fair Value of the Warrants Outstanding

As of
	June 30, 2022			December 31, 2021		September 30, 2022			December 31, 2021
Stock price	$	4.50			N/A	$	3.00			N/A
Exercise price	$	6.40			N/A	$	5.94			N/A
Remaining term (in years)		0.73			N/A		0.71			N/A
Volatility		120.00	%		N/A		137.00	%		N/A
Risk-free rate		2.80	%		N/A		4.05	%		N/A
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:

Schedule of Change in Fair Value of the Warrant Liabilities

Warrant liabilities
Estimated fair value at December 31, 2021	$	-		$	-
Issuance of warrant liabilities		225,015			225,015
Change in fair value		(29,337	)		(29,337	)
Estimated fair value at March 31, 2022	$	195,678		$	195,678
Issuance of warrant liabilities		61,342			61,342
Change in fair value		(84,751	)		(84,751	)
Estimated fair value at June 30, 2022	$	172,269		$	172,269
Issuance of warrant liabilities					70,696
Exercise of warrants					(8,641	)
Change in fair value					(103,951	)
Estimated fair value at September 30, 2022				$	130,373

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

Note 5 – Asset Acquisitions

Botanical Biotech Asset Acquisition

On March 11, 2021, Company entered into an Asset Acquisition Agreement, which was fully executed on March 17, 2021, with multiple sellers (each, a “Seller” and, collectively, the “Sellers”), pursuant to which the Sellers agreed to sell certain assets to Company, and to transfer such assets to Botanical Biotech, LLC, a newly-formed, wholly-owned subsidiary of the Company (“Transferee” or “BB”). The assets purchased (“BB Assets”) include certain materials and manufacturing equipment, marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person or entity in respect of any of the foregoing and all other promotional properties, in each case primarily used, developed or acquired by the Sellers for use in connection with the ownership and operation of the BB Assets. In exchange for the BB Assets the Company will pay the Seller a maximum of $355,057, payable half in the form of cash or cash equivalent and half in the form of restricted shares of common stock of the Company (the “Shares”) at a price per Share equal to the average closing price of the common stock of the Company during the ten (10) consecutive trading days immediately preceding the closing. The Company has agreed to indemnify the Sellers for certain breaches of covenants, representations and warranties and for claims relating to the BB Assets following closing.

In conjunction with the BB asset acquisition, the Company entered into employment agreements with two sellers.

The Company and BB entered into an employment agreement with Lebsock dated March 11, 2021 (the “Lebsock Agreement”) pursuant to which Lebsock will serve as the President of BB for a term of three (3) years. The term of the Lebsock Agreement will automatically renew for an additional 3-year term unless other terminated by either party.

Lebsock will receive a base salary equal to $120,000 per year, subject to an annual increase of not less than 3% on each anniversary of the Lebsock Agreement during the term. The Company also agreed to issue a stock bonus to Lebsock in accordance with the Company’s Incentive Stock Option Plan (“ISOP”) in an amount of $100,000, and to pay Lebsock a defined percentage of the EBITDA for BB each calendar quarter (“Profit Split”) according to a mutually agreed performance target (“Target”). EBITDA is defined as the earnings before interest, depreciation, taxes, depreciation, and amortization and will be paid as reported by the Company’s accountant and as reviewed by the Company’s auditor. It will be accumulative on a quarter-to-quarter basis, meaning if one quarter has a negative EBITDA, it would be offset against the following quarter’s positive EBITDA distribution. Lebsock has the option to accept the Profit Split in either direct cash payment or Shares, or any combination, at Lebsock’s option. Shares would be valued at the prior 10-day closing price and issued under SEC Rule 144 restriction.

Effective March 16, 2021, BB entered into a Consulting Agreement (the “Schlosser Agreement”) with Schlosser pursuant to which Schlosser has agreed to provide consulting services to BB for a period of 3 months in exchange for compensation equal to $10,000 per month. Schlosser will also be entitled to reimbursement for certain work-related expenses. Pursuant to the Schlosser Agreement, Schlosser also agreed to assign to BB all inventions developed by Schlosser in connection with his services to BB. The Schlosser Agreement also contains certain non-compete and confidentiality provisions. Per the Acquisition Agreement, Schlosser was to receive an employment agreement similar to the Lebsock Agreement; however, BB and Schlosser elected to enter into the Schlosser Agreement instead.

CO Botanicals Asset Acquisition

On August 12, 2021, The Company and CO Botanicals LLC (“COB”), a newly-formed, wholly-owned subsidiary of the Company entered into an Equipment Acquisition Agreement (the “TWS Agreement”) with TWS Pharma, LLC,

(“TWS Pharma”) and L7 TWS Pharma, LLC (“L7 TWS” and, collectively with TWS Pharma, “TWS”). Pursuant to the TWS Agreement, COB agreed to purchase certain equipment and other assets from TWS (the “TWS Assets”) for a total purchase price equal to $5,316,774, with $1,250,000 payable via a 12-month promissory note issued by the Company to TWS Pharma with 6% simple interest and monthly payments of $100,000 due per month (the “TWS Note”), and $4,066,774 payable in shares of the Company’s common stock valued at $0.62 per share (the “TWS Shares”); provided, however, that $1,750,000 of the TWS Shares will be withheld in escrow for a period of ninety (90) days from the closing date, which will be deducted from the purchase price should the Company discover any defects or misrepresentations. The first $500,000 of payments of the TWS Note will be secured by 1,000,000 shares of the Company’s common stock to be held in escrow. During the ~~six~~nine months ending ~~June~~September 30, 2022, the $1,750,000 of shares held in escrow were released and issued.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

TN Botanicals Asset Acquisition

On August 13, 2021 the Company and TN Botanicals LLC (“TNB”), a newly-formed, wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “MCB Agreement”) with Music City Botanicals, LLC, pursuant to which TNB agreed to purchase certain equipment, other assets, and intellectual property from MCB (the “MCB Assets”) for a total purchase price equal to $1,394,324, with $498,259 payable in cash and $896,065 payable in shares of the Company’s common stock valued at $0.62 per share (the “MCB Shares”).

Imbibe Health Solutions Asset Acquisition

On February 22, 2021, Can B̅ Corp. (the “Company”) entered into a material definitive agreement (“Acquisition Agreement”) with Imbibe Health Solutions, LLC, a Delaware limited liability company (“Imbibe”), pursuant to which Imbibe agreed to sell certain of its assets to the Company. The assets to be purchased (“Assets”) include the intellectual property rights and other intangible assets relating to its branded products containing CBD. In exchange for the Assets, the Company has agreed to pay Imbibe $120,000 in the form of shares of common stock of the Company (with standard restricted legend, the “Shares”) at a price per share equal to the average price of the common stock of the Company during the ten (10) consecutive trading days immediately preceding the closing. The transaction finalized and ~~$102,502~~$102,502 worth of shares were issued on November 7, 2021 and the remaining balance of ~~$17,498~~$17,498 of shares were issued during the ~~six~~nine months ending ~~June~~September 30, 2022.

Note 6 – Inventories

Inventories consist of:

Schedule of Inventories


	June 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
Raw materials	$	836,399	$	818,042	$	478,494	$	818,042
Finished goods		2,325,675		1,735,396		1,780,520		1,735,396
Total	$	3,162,074	$	2,553,438	$	2,259,014	$	2,553,438

Note 7 – Property and Equipment

Property and equipment consist of:

Summary of Property, Plant and Equipment


	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021
Furniture and fixtures	$	21,724		$	21,724		$	21,724		$	21,724
Office equipment		12,378			12,378			12,378			12,378
Manufacturing equipment		7,117,188			7,018,522			6,766,208			7,018,522
Medical equipment		776,396			776,396			776,396			776,396
Leasehold improvements		26,902			26,902			26,902			26,902
Total		7,954,588			7,855,922			7,603,608			7,855,922
Accumulated depreciation		(1,520,208	)		(802,996	)		(1,824,739	)		(802,996	)
Net	$	6,434,380		$	7,052,926		$	5,778,869		$	7,052,926

Depreciation expense related to property and equipment was $~~715,038~~1,061,549 and $~~72,342~~141,961 for the ~~six-month~~nine-month periods ending ~~June~~September 30, 2022 and 2021, respectively.

Note 8 – Intangible Assets

Intangible assets consist of:

Schedule of Intangible Assets


	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021
Technology, IP and patents	$	435,500		$	418,003		$	119,998		$	418,003
Total		435,500			418,003			119,998			418,003
Accumulated amortization		(69,894	)		(48,988	)		(9,854	)		(48,988	)
Intangible assets, net	$	365,606		$	369,015		$	110,144		$	369,015

Amortization expense was $~~20,906~~23,906 and $~~103,480~~135,339 for the ~~six months~~nine-months ended ~~June~~September 30, 2022 and 2021, respectively.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

Amortization expense for the balance of 2022, and for each of the next five years and thereafter is estimated to be as follows:

Schedule of Estimated Amortization Expenses


Six months ended December 31, 2022	$	21,760
Three months ended December 31, 2022			$	3,000
Fiscal year 2023		43,520		12,000
Fiscal year 2024		43,520		12,000
Fiscal year 2025		43,520		12,000
Fiscal year 2026		43,520		12,000
Thereafter		169,766		59,144
Intangible assets, net	$	365,606	$	110,144

Note 9 – 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 principal balance of the note is $2,675,239 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 1212%% 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 3,426,280 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 3,426,280 shares of the Company’s common stock at an exercise price of $0.45 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 ~~June~~September 30, 2022 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 1212%% 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 131,325 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 131,325 shares of the Company’s common stock at an exercise price of $0.45 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 ~~June~~September 30, 2022 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 1212%% 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 1,529,670 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 1,529,670 shares of the Company’s common stock at an exercise price of $0.45 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 ~~June 30,~~September, 2022 was $1,073,250.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

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 1212%% 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 393,417 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 393,417 shares of the Company’s common stock at an exercise price of $0.45 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 ~~June~~September 30, 2022 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 has since elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. The Company is currently in discussions regarding the further extension of the notes.

In February 2022, the Company entered into a convertible promissory note (“Tysadco Note”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $450,000 and it is to be utilized for working capital purposes. The note matures on July 25, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 1212%% 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 ~~June~~September 30, 2022 was $450,000. This note has been extended an additional 6 months by mutual consent for the additional consideration of issuance of twenty thousand shares of common stock.

~~In June 2022, the Company entered into a convertible promissory note (“Tysadco Note”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $75,000~~ ~~and it is to be utilized for working capital purposes. The note matures on~~ ~~December 7, 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. The principal balance outstanding at June 30, 2022 was $~~75,000~~.

In March 2022, the Company entered into a convertible promissory note (“BL Note”) with Blue Lake Partners, LLC (“BL”). The principal balance of the note is $250,000 and it is to be utilized for working capital purposes. The note matures on March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 1212%% 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 exercise price of $6.40 per share. 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. Aggregate amortization of the original issue discount for the ~~six~~nine months ended September 30, 2022 ~~and 2021~~ was approximately $~~25,500~~55,200 ~~and $~~0~~, respectively.~~. The principal balance outstanding at ~~June~~September 30, 2022 was $250,000.

In March 2022, the Company entered into a convertible promissory note (“MH Note”) with Mast Hill Fund, LP (“MH”). The principal balance of the note is $350,000 and it is to be utilized for working capital purposes. The note matures on March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 1212%% 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 exercise price of $6.40 per share. 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. Aggregate amortization of the original issue discount for the ~~six~~nine months ended ~~June~~September 30, 2022 ~~and 2021~~ was approximately $~~33,800~~75,400 ~~and $~~0~~, respectively.~~. The principal balance outstanding at ~~June~~September 30, 2022 was $350,000.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

In April 2022, the Company entered into a convertible promissory note (“FM Note”) with Fourth Man, LLC (“FM”). The principal balance of the note is $150,000 and it is to be utilized for working capital purposes. The note matures on April 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 1212%% 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 exercise price of $6.40 per share. 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. Aggregate amortization of the original issue discount for the ~~period~~nine months ended ~~June~~September 30, 2022 ~~and 2021~~ was approximately $~~10,700~~26,700 ~~and $~~0~~, respectively.~~. The principal balance outstanding at ~~June~~September 30, 2022 was $150,000.

In June 2022, the Company entered into a convertible promissory note (“Alumni Note”) with Alumni Capital, LP (“Alumni”). The principal balance of the note is $62,500 and it is to be utilized for working capital purposes. The note matures on June 6, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 1212%% 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 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. Aggregate amortization of the original issue discount for the ~~period ended June~~nine months ending September 30, 2022 ~~and 2021~~ was approximately $~~1,500~~6,100 ~~and $~~0~~, respectively.~~. The principal balance outstanding at ~~June~~September 30, 2022 was $62,500.

In June 2022, the Company entered into a convertible promissory note (“Tysadco Note II”) with Tysadco Partners, LLC. The principal balance of the note is $75,000 and it is to be utilized for working capital purposes. The note matures on December 7, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 1212%% 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. The Tysadco Note II is convertible into common stock of the Company at any time prior to the maturity date at a conversion price of the lesser of $7.50 and 7575%% of the lowest daily volume weighted average price (“VWAP”) over the previous ten trading days prior to conversion. The principal balance outstanding at ~~June~~September 30, 2022 was $75,000.

In August 2022, the Company entered into a convertible promissory note (“WN”) with Walleye Opportunities Master Fund Ltd. (“WOMF”). The principal balance of the note is $385,000 and it is to be utilized for working capital purposes. The note matures 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. Aggregate amortization of the original issue discount for the nine months ending September 30, 2022 was approximately $8,808. The principal balance outstanding at September 30, 2022 was $385,000.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2022

In August 2022, the Company entered into a convertible promissory note (“Tysadco Note III”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $110,000 and it is to be utilized for working capital purposes. The note matures on February 12, 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. The principal balance outstanding at September 30, 2022 was $110,000.

In September 2022, the Company entered into a convertible promissory note (“Tysadco Note IV”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $65,000 and it is to be utilized for working capital purposes. The note matures on March 19, 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. The principal balance outstanding at September, 2022 was $65,000.

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 66%% (See Note 5). As of ~~June~~September 30, 2022, the total amount outstanding was $1,050,000.

Other Loans

On November 18, 2021, the Company entered into a $100,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 1010%% per annum and is due within twelve months or due on demand subsequently to any major funding received by the Company in excess of $3,000,000. As of ~~June 30,~~September, 2022 the total amount outstanding was $100,000.

~~On February 2,~~During the nine-months ended September 30, 2022, the Company entered into ~~a Future Receivable Sale and Purchase Agreement with a Purchaser. Pursuant~~various agreements relating to the ~~terms of the agreement, the Company sold an aggregate of $136,000~~sales of future receivables for aan aggregate purchase amount of approximately $~~100,000~~450,000. The aggregate principal ~~amount is~~amounts are payable in weekly installments ~~totaling~~ ranging from $~~2,833~~2,917 through $453 until such time the ~~obligation is~~obligations are fully satisfied. As of ~~June~~September 30, 2022, the total ~~amount~~amounts outstanding ~~was~~were approximately $~~45,489~~147,000.

On February 11, 2022, the Company entered into a $~~150,000~~175,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 1616%% 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 ~~June~~September 30, 2022 the total amount outstanding was $~~150,000~~175,000.

On ~~March 3,~~August 18, 2022, the Company entered into a ~~Receivable Purchase and Sale Agreement~~$250,000 unsecured promissory note agreement with a ~~Buyer. Pursuant~~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 ~~the terms of the agreement,~~any major funding received by the Company ~~sold an aggregate~~in excess of $~~350,00~~ ~~of future receivables for a purchase amount of $250,000~~1,000,000. ~~The aggregate principal amount is payable in daily installments totaling $2,917~~ ~~until such time the obligation is fully satisfied.~~ As of ~~June~~September 30, 2022 the total amount outstanding was $~~24,666~~250,000.

~~On May 25, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement with a Purchaser. Pursuant to the terms of the agreement, the Company sold an aggregate of $54,000~~ ~~of future receivables for a purchase amount of $38,000. The aggregate principal amount is payable in weekly installments totaling $453~~ ~~until such time the obligation is fully satisfied. As of June 30, 2022 the total amount outstanding was $28,308~~.

Note 10 – 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 ~~six~~nine months ended ~~June~~September 30, 2022, the Company converted 15 shares of Series A preferred stock to 33,345 shares of common stock.

1415

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

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 25,000 shares of common stock. The shares of Series C Preferred Stock have voting rights as if fully converted. During the nine months ended September 30, 2022 the Company issued 1,077 shares of Series C preferred stock.

Each share of Series D Preferred Stock has 10,000 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. ~~On or around March 27, 2021,~~During the nine months ended September 30, 2022 the Company issued ~~Mr. Alfonsi, Mr. Ferro, and Mr. Teeple~~2,050 shares of Series D ~~Preferred Stock in the amount of~~ ~~600~~ ~~shares each and to COO Philip Scala in the amount of~~ ~~150~~ ~~shares,~~ ~~collectively representing 1,300,000 voting shares.~~preferred stock.

Common Stock

For the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued an aggregate of 51,282 shares of Common Stock under its Offering Statement on Form 1-A (File No. 024-11233) (the “Regulation A Offering”).

In addition, for the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued an aggregate of 190,505, 13,704, ~~312,008~~709,642, 18,227, and 10,150 of Common Stock for asset acquisitions, property and equipment, services rendered, exercise of warrants, and in lieu of interest repayments, respectively.

1516

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

Note 11 – Stock Options

A summary of stock options activity for the ~~six~~nine months ended ~~June~~September 30, 2022 is as follows:

Summary of Stock Options Activity

	Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding, January 1, 2022		377,654	$	6.11		3.97		377,654	$	6.11		3.97
Granted		79,013		5.10		4.52		679,012		2.86		4.78
Exercised		-		-		-		-		-		-
Forfeited		-		-		-		-		-		-
Expired		-		-		-		-		-		-
Outstanding, June 30, 2022		456,666	$	5.93		4.06
Outstanding, September 30, 2022								1,056,666	$	4.02		4.58

Schedule of Non-Vested Option Shares

	Option Shares			Weighted Average Grant-Date Fair Value		Option Shares			Weighted Average Grant-Date Fair Value
Non-vested options, January 1, 2022		-		$	-		-		$	-
Granted		79,012			7.24		679,012			3.51
Vested		(79,012	)		7.24		(679,012	)		3.51
Forfeited		-			-		-			-
Non-vested options, June 30, 2022		-		$	-
Non-vested options, September 30, 2022							-		$	-

Stock-based compensation expense related to stock options was $2,371,819 during the nine months ended September 30, 2022.

Note 12 – Income Taxes

The Company’s income tax provisions for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 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 13 – Related Party Transactions

For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company incurred fees to a service provider that is a relative of a director for professional services in the amount of $~~8,000~~13,100 and $9,900~~, respectively. At June 30, 2022 and December 31, 2021, the Company had outstanding payables to the aforementioned service provider of $8,000~~ ~~and $5,000~~, respectively.

At ~~June~~September 30, 2022, the Company has amounts due to ~~a director~~directors of the Company of approximately $~~245,434~~295,243 which are expected to be repaid in the next twelve months.

1617

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~June~~September 30, 2022

Note 14 – Commitments and Contingencies

Lease Agreements

The Company leases office space in numerous medical facilities offices under month-to-month agreements.

Rent expense for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was $~~332,520~~595,104 and $~~84,724~~492,919, respectively.

At ~~June~~September 30, 2022, the future minimum lease payments under non-cancellable operating leases were:

Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases


Six months ended December 31, 2022	$	614,600
Three months ended December 31, 2022			$	204,050
Fiscal year 2023		832,893		669,196
Fiscal year 2024		326,974		379,954
Total	$	1,774,467	$	1,253,200

Note 15 – 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, except as reported below, there were no subsequent events that required adjustment or disclosure in the consolidated financial statements.

On July 18, 2022, Imbibe Wellness Solutions, LLC (“Imbibe”), a subsidiary of Can B Corp., a Florida corporation (the “Company”), entered into a definitive agreement (the “Agreement”) with Forever Brands, inc. (“Forever Brands”) for Imbibe to be the exclusive manufacturer, distributor, and direct to consumer seller of certain super food and related nutritional products to be marketed under the Longevity by Brooke Burke trademarks and brand.

Imbibe will engage Pure Health Products, LLC (“PHP”), another subsidiary of the Company, to produce the products under a non-exclusive Private Label Manufacturing Agreement whereby PHP manufactures and ships products directly to Forever Brand’s customers. Forever Brands has entered into an Endorsement Agreement with Brooke Burke and her company, BB Body, Inc. to market, endorse and promote the products in a monthly, online subscription model.

~~On August 5,~~October 14, 2022, the Company entered into antwo unsecured promissory note agreement with ~~a lender.~~separate lenders for principal amounts of $115,000 and $230,000. The promissory ~~note accrues~~notes accrue interest at a rate of 1618% per annum and isare due ~~within three months~~on October 31, 2022 or due on demand subsequently to any ~~major funding received by the Company in excess~~closing of $~~350,000. At any time after three months from funding date, until this Promissory Note is paid, Lender may collect directly from the Can B Corp.~~an accounts ~~receivables collections for the full amount of principal and interest due.~~

~~Effective August 12, 2022, reference is hereby made to that certain engagement agreement (the “Agreement”), dated as of October 7, 2021, as amended on February 11, 2022, by and between Can B Corp. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright~~”), pursuant to which Wainwright shall act as the exclusive agent, advisor or underwriter in any Offering of Securities of the Company during the Term. Defined terms used herein but not defined herein shall have the meanings ascribed to such terms in the Agreement. At the Company’s request, Wainwright hereby agrees to voluntarily terminate the Agreement as of August 12, 2022.receivable financing.

1718

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 with and without CBD infused pads, 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”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third-parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021) and TN Botanicals LLC and CO Botanicals LLC (both incorporated in August 2021). The three subsidiaries have also begun synthesizing Delta-8 and Delta-10 from hemp. Delta-8 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived delta-8 is in a gray area. ~~The Company’s other subsidiaries did not have operations during the six months ended June 30, 2022.~~

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 remains fully vertically integrated in legal hemp operations and sales with processing of hemp biomass and crude hemp oil into distillate, isolate, and ultimately into isomers. The Company moved all of its help processing equipment previously located in its Miami, FL operation under Botanical Biotech, LLC to its main hemp processing center in CO. The Company also terminated its lease with the Miami landlord. The Company moved all of the hemp processing equipment previously located in its McMinnville, TN operation under TN Botanicals, LLC to its main hemp processing center in CO.

As a result of these equipment moves, the Colorado operation will, once fully operational, improve operating efficiencies, increase management oversight, and be able to increase throughput by double verse the prior three independent operating facilities. The Company expects to have the consolidated operation fully operational by the end of fiscal 2022. Senior management of the Company will be on-site in CO during this consolidation period to ensure maximum efficiencies and continue operations during this rebuilding period. Immediate impact of the consolidation is elimination of duplicate lines, better coordination of customer orders, reduction in transportation charges, and manpower efficiencies with larger batch sizes and reduced personnel.

The consolidated financial statements include the accounts of CANB and its operational wholly owned subsidiaries.

Results of Operations

Three months ended ~~June~~September 30, 2022 compared to three months ended ~~June~~September 30, 2021.

Revenues increased ~~$869,236~~$977,752 from ~~$401,766~~$1,910,372 in 2021 to ~~$1,271,002~~$2,888,124 in 2022. The increase is due to 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. Additionally, due to asset acquisitions in 2021, the Company’s Music City Botanical and Botanical Biotech brands related to an increase of sales compared to 2021 of approximately ~~$746,000.~~$1,454,000.

Cost of product sales increased ~~$772,205~~$488,294 from ~~$258,612~~$540,886 in 2021 to ~~$1,030,817~~$1,029,180 in 2022 due to the increase in sales caused by increase in operations and 2021 acquisitions.

Operating expenses ~~decreased $930,204~~increased $4,793,227 from ~~$2,728,998~~$3,893,685 in 2021 to ~~$1,798,794~~$8,686,912 and net loss increased 3,661,360 from $3,232,616 in 2021 to $6,893,976 in 2022 as a direct result in non-cash stock-based compensation expense during the third quarter of ~~2021 professional fees incurred and attributable~~2022 amounting to ~~the Company’s asset acquisitions and Regulation A offering in the six months ending June 30, 2021.~~

~~Net loss decreased 1,094,103 from $2,739,989 in 2021 to $1,645,886 in 2022. The decrease was due to the $930,204 decrease in total operating expenses coupled by the $97,031 increase in gross profit.~~approximately $4,500,000.

~~Six~~Nine months ended ~~June~~September 30, 2022 compared to ~~six~~nine months ended ~~June~~September 30, 2021.

Revenues increased ~~1,619,861~~2,500,062 from ~~$605,796~~$2,355,231 in 2021 to ~~$3,131,322~~$6,019,446 in 2022. The increase is due to 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. Additionally, due to asset acquisitions in 2021, the Company’s Music City Botanical and Botanical Biotech brands related to an increase of sales compared to 2021 of ~~$1,310,996.~~$2,200,000.

Cost of product sales increased ~~$1,885,740~~$2,374,034 from ~~$335,407~~$876,293 in 2021 to ~~$2,221,147~~$3,250,327 in 2022 due to the increase in sales caused by increase in operations and 2021 acquisitions.

Operating expenses increased ~~$909,114~~$5,702,341 from ~~$4,751,667~~$8,645,362 in 2021 to ~~$5,660,791 in 2022 due to accounting, legal,~~$14,347,703 and ~~other professional fees related to the Company’s registration statement S-1 filing efforts during the first quarter of 2022.~~

Net loss increased ~~210,912~~3,872,272 from ~~$4,919,871~~$8,152,487 in 2021 to ~~$5,130,783~~$12,024,759 in ~~2022. The increase was due to continued efforts and fees related to the Company’s registration statement S-1 filings~~2022 as a direct result in non-cash stock-based compensation expense during the ~~first~~third quarter of ~~2022.~~2022 amounting to approximately $5,050,000.

1819

Liquidity and Capital Resources

At ~~June~~September 30, 2022, the Company had cash and cash equivalents of ~~$124,058~~$34,471 and negative working capital of ~~$2,205,873.~~$2,205,209. Cash and cash equivalents decreased ~~$324,943~~$414,530 from $449,001 at December 31, 2021 to ~~$124,058~~$34,471 at ~~June~~September 30, 2022. For the ~~six~~nine months ended ~~June~~September 30, 2022, ~~$2,031,872~~$3,006,424 was provided by financing activities, ~~$2,356,815~~$3,420,954 was used in operating activities, and $0 was used in investing 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.

Trend Information

The novel coronavirus disease of 2019 (“COVID-19”) outbreak has affected the Company’s operations as set forth above. The full impact of the COVID-19 outbreak continues to evolve. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the foreseeable future. Presently, our Duramed operations are at 80% of pre-COVID operational level. Our expectation that as business open, and in particular medical offices, that our recovery will progress in sync with the speed of the business openings and expect to be back to pre-COVID operational level by ~~end of the 2~~^nd ~~quarter 2022.~~fiscal year 2023. Sales of CBD and related products continue to moderately recover and we expect to be back at pre-COVID levels by ~~the end of the 3~~^rd ~~quarter 2022.~~fiscal year 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of ~~June~~September 30, 2022, 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 ~~June~~September 30, 2022 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.

1920

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.

Around 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.

Other than above, we are not aware of any pending or threatened legal proceedings in which we are involved.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide risk factors in this Form 10-Q, however The Company has been directly impacted and has experienced moderate interruption during this challenging COVID-19 pandemic. In accordance with applicable federal and state guidelines, the Company has implemented and prioritized strict social distancing measures, good manufacturing practices, proper sanitization measures, and new manufacturing guidelines. Although several Company customers have experienced business shutdowns during the last few weeks, this has dramatically impacted our online ordering and/or initiating new direct shipment orders. Additional COVID operating requirements to insure safety, handling requirements, sanitation requirements have placed a significant burden on order processing and fulfilment.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Sales of unregistered securities during the ~~six~~nine months ended ~~June~~September 30, 2022 are as follows:

From January 1, 2022 through ~~June~~September 30, 2022 the Company issued an aggregate of 51,282 shares of Common Stock under its Reg A-1 registration currently in effect and an additional ~~312,008~~709,642 shares of common stock to various consultants for services.

From January 1, 2022 through ~~June~~September 30, 2022 the Company issued an aggregate of 190,505 and 13,704 shares of Common Stock under various asset acquisition agreements and acquisition of property and equipment, respectively.

From January 1, 2022 through ~~June~~September 30, 2022 the Company issued an aggregate of 10,150 shares of Common Stock under various interest conversion agreements.

From January 1, 2022 through ~~June~~September 30, 2022 the Company converted 15 shares of Series A Preferred Stock to 33,345 shares of Common Stock.

From January 1, 2022 through September 30, 2022 the Company issued an aggregate of 18,227 shares of common stock due to the exercise of warrants.

With respect to the transactions noted above, each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act of 1933.

2021

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed with this offering circular:

Exhibit		Description

3.1		Articles of Incorporation, as amended(1)
3.2		Bylaws(2)
4.1		Articles of Amendment designating Series A Preferred Stock rights, as amended(9)
4.2		Articles of Amendment designating Series B Preferred Stock rights(1)
4.3		Articles of Amendment designating Series C Preferred Stock rights(7)
4.4		Articles of Amendment designating Series D Preferred Stock rights(10)
10.1		Employment Agreement with Marco Alfonsi dated December 29, 2020(10)
10.2		Employment Agreement with Stanley L. Teeple dated December 29, 2020(10)
10.3		Employment Agreement with Pasquale Ferro dated December 29, 2020(10)
10.4		Employment Agreement with Phil Scala dated December 29, 2020(10)
10.5		Commission Agreement with Andrew Holtmeyer(10)
10.6		Employment Agreement with Bradley Lebsock(10)
10.7		Memorandum of Understanding with Sam International and ZetrOZ Systems LLC(3)
10.8		Can B̅ Corp. 2020 Incentive Stock Option Plan(8)
10.9		Arena Securities Purchase Agreement(10)
10.10		ASOF Original Issue Discount Senior Secured Convertible Promissory Note(10)
10.11		ASOF Warrant to Purchase Common Stock(10)
10.12		ASOP Original Issue Discount Senior Secured Convertible Promissory Note(10)
10.14		ASOP Warrant to Purchase Common Stock(10)
10.15		Arena Security Agreement(10)
10.16		Arena Intellectual Property Security Agreement(10)
10.17		Arena Registration Rights Agreement(10)
10.18		Arena Holding Escrow Agreement(10)
10.19		Arena Guaranty Agreement from Company Subsidiaries(10)
10.20		Amendment to 2020 ASOF Promissory Note(11)
10.21		Amendment to 2020 ASOP Promissory Note(11)
10.22		2021 Arena Securities Purchase Agreement(11)
10.23		2021 ASOF Original Issue Discount Senior Secured Convertible Promissory Note(11)
10.24		2021 ASOF Warrant to Purchase Common Stock(11)
10.25		2021 ASOP Original Issue Discount Senior Secured Convertible Promissory Note(11)
10.26		2021 ASOP Warrant to Purchase Common Stock(11)
10.27		2021 Arena Registration Rights Agreement(11)
10.28		2021 Addendum to Arena Security Agreement(11)
10.29		2021 Addendum to Arena Intellectual Property Security Agreement(11)
10.30		2021 Addendum to Arena Guaranty Agreement from Company Subsidiaries(11)
10.31		Asset Acquisition Agreement with Imbibe(10)
10.32		Equipment Acquisition Agreement with TWS(12)
10.33		Promissory Note to TWS(12)
10.34		Asset Purchase Agreement with MCB(12)

2122

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		Blue Lake Partners Securities Purchase and Related Agreements(16)
10.44		Extension and Amendment to Arena Transactional Documents(16)
14.1		Code of Ethics(1)
21.1		List of Subsidiaries(10)
31.1		Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
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 and included in Exhibit)

(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.

2223

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: ~~August 22,~~November 21, 2022	By:	/s/ Marco Alfonsi
		Marco Alfonsi,
		Chief Executive Officer

Date: ~~August 22,~~November 21, 2022	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple,
		Chief Financial Officer

2324


Three Months Ended June 30, 2022 and 2021

	Series A				Series B				Series C				Series D								Common							Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Stock		Treasury Stock					Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
Three months ended June 30, 2022

Balance, April 1, 2022		5	$	5,320,000		-	$	-		23	$	207,000		1,950	$	2		3,264,566	$	76,219,018	$	119,586		36,248	$	(572,678	)	$	6,206,822	$	(81,251,556	)	$	6,248,194

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		181,183		1,037,345				-		-			-		-			1,037,345

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-		(1,645,886	)		(1,645,886	)

Balance, June 30, 2022		5	$	5,320,000		0	$	-		23	$	207,000		1,950	$	2		3,445,749	$	77,256,363	$	119,586		36,248	$	(572,678	)	$	6,206,822	$	(82,897,442	)	$	5,639,653

Three months ended June 30, 2021

Balance, April 1, 2021		20	$	28,440,000		-	$	-		473	$	4,257,000		1,950	$	2		1,111,177	$	35,831,826	$	-		36,248	$	(572,678	)	$	2,724,689	$	(67,777,146	)	$	2,903,693

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		18,357		350,913		-		-		-			-		-			350,913

Issuance of common stock warrants and commitment shares in connection with convertible promissory note		-		-		-		-		-		-		-		-		-		-		-		-		-			662,062		-			662,062

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-		(2,739,989	)		(2,739,989	)

Balance, June 30, 2021		20	$	28,440,000		-	$	-		473	$	4,257,000		1,950	$	2		1,129,534	$	36,182,739	$	-		36,248	$	(572,678	)	$	3,386,751	$	(70,517,135	)	$	1,176,679