☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

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.

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 ~~November 18, 2022~~May 19, 2023 is ~~4,046,780~~5,381,976.


	(Unaudited)						(Unaudited)
	September 30,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
Assets
Current assets:
Cash and cash equivalents	$	34,471		$	449,001		$	196,248		$	73,194
Accounts receivable, less allowance for doubtful accounts of $547,241		7,039,596			3,646,677
Accounts receivable, less allowance for doubtful accounts of $1,071,393 and $985,082, respectively								6,892,514			6,586,210
Inventory		2,259,014			2,553,438			2,032,175			2,024,053
Note receivable		-			2,898			-			-
Prepaid expenses and other current assets		18,009			1,625			28,472			21,024
Total current assets		9,351,090			6,653,639			9,149,409			8,704,481

Property and equipment, net		5,778,869			7,052,926

Other assets:
Deposits		165,787			165,787			235,787			165,787
Intangible assets, net		110,144			369,015			104,144			107,144
Property and equipment, net								5,100,470			5,432,357
Right of use assets, net		1,299,579			2,220,134			974,230			1,136,883
Other noncurrent assets		13,139			13,139			13,139			13,139
Total other assets		1,588,649			2,768,075			6,427,770			6,855,310

Total assets	$	16,718,608		$	16,474,640		$	15,577,179		$	15,559,791

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,101,232		$	1,163,284		$	3,248,723		$	3,140,408
Accrued expenses		181,670			2,407,528			181,844			181,700
Due to related party		295,243			218,273			330,243			295,243
Notes and loans payable, net		7,263,347			4,865,749			8,310,743			7,951,196
Warrant liabilities		130,373			-			123,625			203,043
Operating lease liability - current		584,434			808,223			652,172			652,172
Total current liabilities		11,556,299			9,463,057			12,847,350			12,423,762

Long-term liabilities:
Notes and loans payable, net		-			-			-			-
Operating lease liability - noncurrent		668,766			1,392,068			275,593			438,104
Total long-term liabilities		668,766			1,392,068			275,593			438,104

Total liabilities	$	12,225,065		$	10,855,125		$	13,122,943		$	12,861,866

Commitments and contingencies (Note 14)		-			-			-			-

Stockholders’ equity:
Preferred stock, authorized 5,000,000 shares:
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 A Preferred stock, no par value: 20 shares authorized, 5 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively								5,320,000			5,320,000
Series B Preferred stock, $0.001 par value: 500,000 shares authorized, 0 issued and outstanding		-			-			-			-
Series C Preferred stock, $0.001 par value: 2,000 shares authorized, 1,100 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, 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			-
Series C Preferred stock, $0.001 par value: 2,000 shares authorized, 1,100 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively								2,900,039			2,900,039
Series D Preferred stock, $0.001 par value: 4,000 shares authorized, 4,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively								4			4
Preferred stock, value								4			4
Common stock, no par value; 1,500,000,000 shares authorized, 5,381,976 and 4,422,584 issued and outstanding at March 31, 2023 and December 31, 2022, respectively								80,172,548			79,614,986
Common stock issuable, no par value; 36,248 shares at March 31, 2023 and December 31, 2022, respectively								119,586			119,586
Treasury stock		(572,678	)		(572,678	)		(572,678	)		(572,678	)
Additional paid-in capital		8,006,822			5,635,003			8,944,609			8,006,822
Accumulated deficit		(89,791,418	)		(77,766,659	)		(94,429,872	)		(92,690,834	)
Total stockholders’ equity		4,493,543			5,619,515			2,454,236			2,697,925

Total liabilities and stockholders’ equity	$	16,718,608		$	16,474,640		$	15,577,179		$	15,559,791

	2022			2021			2022			2021
	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2022			2021			2022			2021			2023			2022
Revenues
Product sales	$	2,629,636		$	1,749,435		$	4,855,293		$	2,355,231		$	808,748		$	1,310,396
Service revenue		258,488			160,937			1,164,153			263,847			130,557			549,924
Total revenues		2,888,124			1,910,372			6,019,446			2,619,078			939,305			1,860,320
Cost of revenues		1,029,180			540,886			3,250,327			876,293			524,577			1,190,330
Gross profit		1,858,944			1,369,486			2,769,119			1,742,785			414,727			669,990

Operating expenses		8,686,912			3,893,685			14,347,703			8,645,362			1,849,630			3,861,997

Loss from operations		(6,827,968	)		(2,524,199	)		(11,578,584	)		(6,902,577	)		(1,434,903	)		(3,192,007	)

Other income (expense):
Other income		9			-			-			2,935			-			-
Change in fair value of warrant liability		103,951			-			218,039			-			79,418			29,337
Gain on debt extinguishment		-			-			-			196,889			-			-
Interest expense		(165,993	)		(707,855	)		(659,394	)		(1,448,650	)		(333,967	)		(322,227	)
Other expense		(3,975	)		(647	)		(4,820	)		-			(39,990	)		-
Other expense		(66,008	)		(708,502	)		(446,175	)		(1,248,826	)		(294,539	)		(292,890	)

Loss before provision for income taxes		(6,893,976	)		(3,232,701	)		(12,024,759	)		(8,151,403	)		(1,729,442	)		(3,484,897	)

Provision for (benefit from) income taxes		-			(85	)		-			1,084			9,596			-

Net loss	$	(6,893,976	)	$	(3,232,616	)	$	(12,024,759	)	$	(8,152,487	)	$	(1,739,038	)	$	(3,484,897	)

Loss per share - basic and diluted	$	(1.98	)	$	(1.61	)	$	(3.56	)	$	(5.39	)	$	(0.36	)	$	(1.10	)
Weighted average shares outstanding - basic and diluted		3,488,903			2,001,718			3,378,577			1,511,175			4,896,524			3,154,004

	2022			2021
	Nine Months Ended						Three Months Ended
	September 30,						March 31,
	2022			2021			2023			2022
Operating activities:
Net loss	$	(12,024,759	)	$	(8,152,487	)	$	(1,739,038	)	$	(3,484,897	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		5,064,860			-			-			571,819
Depreciation		1,061,549			141,961			346,887			359,404
Amortization of intangible assets		23,906			135,339			3,000			10,026
Amortization of original-issue-discounts		324,987			1,168,918			218,146			158,815
Bad debt expense		316,136			47,452			86,365			2,898
Impairment of intangible assets		252,462			-
Loss on sale of property and equipment		309,000			-
Change in fair value of warrant liability		(218,039	)		-			(79,418	)		(29,337	)
Gain on debt extinguishment		-			(196,889	)
Stock-based interest expense		73,078			140,263			36,005			73,078
Stock-based consulting expense		3,386,044			-			521,557			1,102,515
Changes in operating assets and liabilities:
Accounts receivable		(3,706,157	)		(1,173,653	)		(392,669	)		(791,609	)
Inventory		294,424			(516,340	)		(8,122	)		(533,900	)
Prepaid expenses		(14,210	)		885,029			(7,448	)		1,625
Deposits		-			(2,000	)
Other noncurrent assets		-			9,182
Operating lease right-of-use asset		(26,536	)		1,811			142			(20,492	)
Accounts payable		1,938,159			1,490,268			108,316			985,710
Accrued expenses		(475,858	)		(42,769	)		144			(500,185	)
Net cash used in operating activities		(3,420,954	)		(6,063,915	)		(906,133	)		(2,094,530	)

Investing activities:
Purchase of property and equipment		-			(472,827	)		(15,000	)		-
Purchase of intangible assets		-			(177,530	)
Deposits paid								(70,000	)		-	)
Net cash used in investing activities		-			(650,357	)		(85,000	)		-

Financing activities:
Net proceeds received from notes and loans payable		2,854,853			1,525,000			1,730,000			1,382,300
Proceeds from issuance of Series D Preferred Stock		-			2
Proceeds from sale of common stock		500,000			4,826,001			-			500,000
Repayments of notes and loans payable		(347,693	)		(224,000	)		(507,813	)		(75,250	)
Deferred financing costs		(77,706	)		-			(143,000	)		(38,690	)
Amounts received from related parties, net		76,970			320,000
Amounts received from/repaid to related parties, net								35,000			(7,839	)
Net cash provided by financing activities		3,006,424			6,447,003			1,114,187			1,760,521

Decrease in cash and cash equivalents		(414,530	)		(267,269	)
Increase in cash and cash equivalents								123,054			(334,009	)
Cash and cash equivalents, beginning of period		449,001			457,798			73,194			449,001
Cash and cash equivalents, end of period	$	34,471		$	190,529		$	196,248		$	114,992

Supplemental Cash Flow Information:
Income taxes paid	$	-		$	1,084		$	-		$	-
Interest paid	$	72,346		$	4,000		$	-		$	47,206
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		$	-		$	1,767,498
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
Issuance of common stock for property and equipment							$	-		$	98,666
Debt discount associated with convertible note							$	273,529		$	225,015
Conversion of Series A Preferred stock to common stock							$	-		$	23,120,000
Issuance of common stock warrants in connection with convertible promissory note							$	937,787		$	-

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.

The condensed consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of ~~September 30, 2022,~~March 31, 2023, the Company had cash and cash equivalents of $~~34,471~~196,248 and negative working capital of $~~2,205,209~~3,697,941. For the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company had incurred losses of $~~12,024,759~~1,739,038 and $~~8,152,487~~3,484,897, 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 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 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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year.

The consolidated balance sheet information as of December 31, ~~2021~~2022 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~~2022 (“~~2021~~2022 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the ~~2021~~2022 Form 10-K.

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.

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.

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~~2022 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our ~~2021~~2022 Form 10-K.

As of ~~September 30, 2022,~~March 31, 2023, 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.

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.

The carrying value and fair value of the Company’s financial instruments are as follows:


September 30, 2022
March 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	130,373	$	130,373	$	—	$	—	$	123,625	$	123,625

The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used:


As of
	September 30, 2022			December 31, 2021		March 31, 2023			December 31, 2022
Stock price	$	3.00			N/A	$	0.85		$	1.30
Exercise price	$	5.94			N/A	$	6.40		$	6.40
Remaining term (in years)		0.71			N/A		4.4			0.46
Volatility		137.00	%		N/A		159.2	%		159	%
Risk-free rate		4.05	%		N/A		3.6	%		3.99	%
Expected dividend yield		—	%		—		—	%		—	%

The warrant liabilities will be remeasured at each reporting period with changes in fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the warrant liabilities was as follows:

Warrant liabilities
Estimated fair value at December 31, 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

Estimated fair value at December 31, 2022				$	203,043
Change in fair value		(84,751	)		(79,418	)
Estimated fair value at June 30, 2022	$	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
Estimated fair value at March 31, 2023				$	123,625

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.

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 nine months ending September 30, 2022, the $1,750,000 of shares held in escrow were released and issued.

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”).~~

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~~ ~~worth of shares were issued on November 7, 2021 and the remaining balance of $17,498~~ ~~of shares were issued during the nine months ending September 30, 2022.~~


	September 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
Raw materials	$	478,494	$	818,042	$	1,221,995	$	829,844
Finished goods		1,780,520		1,735,396		810,180		1,194,209
Total	$	2,259,014	$	2,553,438	$	2,032,175	$	2,024,053


	September 30,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
Furniture and fixtures	$	21,724		$	21,724		$	21,724		$	21,724
Office equipment		12,378			12,378			12,378			12,378
Manufacturing equipment		6,766,208			7,018,522			6,781,208			6,766,208
Medical equipment		776,396			776,396			776,396			776,396
Leasehold improvements		26,902			26,902			26,902			26,902
Total		7,603,608			7,855,922			7,618,608			7,603,608
Accumulated depreciation		(1,824,739	)		(802,996	)		(2,518,138	)		(2,171,251	)
Net	$	5,778,869		$	7,052,926		$	5,100,470		$	5,432,357

Depreciation expense related to property and equipment was $~~1,061,549~~346,887 and $~~141,961~~359,404 for the ~~nine-month periods ending September 30,~~three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively.


	September 30,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
Technology, IP and patents	$	119,998		$	418,003		$	119,998		$	119,998
Total		119,998			418,003			119,998			119,998
Accumulated amortization		(9,854	)		(48,988	)		(15,854	)		(12,854	)
Intangible assets, net	$	110,144		$	369,015
Intangible Assets,Net							$	104,144		$	107,144

Amortization expense was $~~23,906~~3,000 and $~~135,339~~10,026 for the ~~nine-months~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

Amortization expense for the balance of ~~2022,~~2023, and for each of the next five years and thereafter is estimated to be as follows:


Three months ended December 31, 2022	$	3,000
Fiscal year 2023		12,000
Nine months ended December 31, 2023			$	9,000
Fiscal year 2024		12,000		12,000
Fiscal year 2025		12,000		12,000
Fiscal year 2026		12,000		12,000
Fiscal year 2027				12,000
Thereafter		59,144		47,144
Intangible assets, net	$	110,144	$	104,144

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~~matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with ~~3,426,280~~228,419 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to ~~3,426,280~~228,419 shares of the Company’s common stock at an exercise price of $~~0.45~~6.75 per share. The common stock purchase warrants issued to ASOP are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOP Note I. The principal balance outstanding at ~~September 30, 2022~~March 31, 2023 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~~matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOF convertible promissory note was issued with ~~131,325~~8,755 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to ~~131,325~~8,755 shares of the Company’s common stock at an exercise price of $~~0.45~~6.75 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOF Note I. The principal balance outstanding at ~~September 30, 2022~~March 31, 2023 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~~matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with ~~1,529,670~~101,978 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to ~~1,529,670~~101,978 shares of the Company’s common stock at an exercise price of $~~0.45~~6.75 per share. The common stock purchase warrants issued to ASOP are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOP Note II. The principal balance outstanding at ~~September, 2022~~March 31, 2023 was $1,073,250.

In May 2021, the Company entered into a convertible promissory note (“ASOF Note II”) with Arena Special Opportunities Fund, LP. The principal balance of the note is $306,865 and it is to be utilized for working capital purposes. The note ~~matures~~matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with ~~393,417~~26,228 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to ~~393,417~~26,228 shares of the Company’s common stock at an exercise price of $~~0.45~~6.75 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOF Note II. The principal balance outstanding at ~~September 30, 2022~~March 31, 2023 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.~~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.~~$100,000. As discussed below under “Forbearance and Amendment of Outstanding Notes,” ASOP and ASOF have agreed to forbear from exercising remedies under the notes until December 31, 2023 provided that the Company does not default on its obligations under the Forbearance Agreement.

~~The Company is currently in discussions regarding the further extension of the notes.~~

~~In February~~On January 1, 2022, the Company entered into a convertible promissory note (“~~Tysadco~~Empire Note”) with ~~Tysadco Partners,~~Empire Properties, LLC (“~~Tysadco”~~Empire”). The principal balance of the note is $~~450,000~~52,319 and it is to be utilized for working capital purposes. The note ~~matures~~matured on ~~July 25,~~December 31, 2022 or due on demand subsequently to any major funding received by the Company in excess of $5,000,000 and all principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~8% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. The principal balance outstanding at ~~September 30, 2022~~March 31, 2023 was $~~450,000~~52,319. ~~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 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~~had an original maturity date of March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the BL Note was issued with 39,062 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company’s common stock at an 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~~Effective February 27, 2023, in consideration of the ~~original issue discount for~~Company repaying an aggregate of $66,667 under the ~~nine months ended~~BL Note, BL agreed to extend the maturity date of the BL Note until September ~~30, 2022 was approximately $~~1, 2023 and reduce the percentage of the cash proceeds received by the Company from the issuance of equity or debt that BL can require the Company to apply to the repayment of the BL Note from ~~55,200~~50% to 33%. The principal balance outstanding at ~~September 30, 2022~~March 31, 2023 was $~~250,000~~183,333.

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~~had an original maturity date of March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the MH Note was issued with 39,062 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company’s common stock at an 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~~Effective February 27, 2023, in consideration of the ~~original issue discount for~~Company repaying an aggregate of $93,333 under the ~~nine months ended~~MH Note, MH agreed to extend the maturity date of the MH Note until September ~~30, 2022 was approximately $~~1, 2023 and reduce the percentage of the cash proceeds received by the Company from the issuance of equity or debt that MH can require the Company to apply to the repayment of the BL Note from ~~75,400~~50% to 33%. The principal balance outstanding at ~~September 30, 2022~~March 31, 2023 was $~~350,000~~256,667.

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~~had an original maturity date of April 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the FM Note was issued with 23,437 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 23,437 shares of the Company’s common stock at an 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~~Effective February 27, 2023, in consideration of the ~~original issue discount for~~Company repaying an aggregate of $40,000 under the ~~nine months ended~~FM Note, FM agreed to extend the maturity date of the FM Note until September ~~30, 2022 was approximately $~~1, 2023 and reduce the percentage of the cash proceeds received by the Company from the issuance of equity or debt that FM can require the Company to apply to the repayment of the FM Note from ~~26,700~~50% to 33%. The principal balance outstanding at ~~September 30, 2022~~March 31, 2023 was $~~150,000~~110,000.

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~~had an original maturity date of June 6, 2023 ~~and all~~which was extended until September 1, 2023 effective February 27, 2023. All principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~12% per annum. The holder can require the full payment of the note if the Company completes an offering of its common stock that results in an uplisting of its common stock to a national securities exchange. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the Alumni Note was issued with 9,766 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 9,766 shares of the Company’s common stock at an exercise price of $6.40 per share. The common stock purchase warrants issued to Alumni are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the Alumni Note with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. ~~Aggregate amortization of the original issue discount for the nine months ending September 30, 2022 was approximately $6,100~~. The principal balance outstanding at ~~September 30, 2022~~March 31, 2023 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~~ ~~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. 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~~ ~~75%~~ ~~of the lowest daily volume weighted average price (“VWAP”) over the previous ten trading days prior to conversion. The principal balance outstanding at 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%~~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~~March 31, 2023 was $385,000.

In ~~August 2022,~~January 2023 the Company entered into a convertible promissory note (“Tysadco Note ~~III”~~VI”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note iswas $~~110,000~~100,000 and it iswas to be utilized for working capital purposes. The note ~~matures on~~had a maturity date of ~~February~~April 12, 2023, and all principal, accrued and unpaid interest is due at maturity at a rate of ~~12%~~12% per annum. Effective January 31, 2023, Tysadco agreed to exchange the Tysdaco Note VI and other notes held by Tysdaco in the aggregate principal amount of $752,000 having maturity dates between August 24, 2022 and March 19, 2023 for a single note that matures on September 1, 2023. Contemporaneous with this exchange, Tysadco assigned the combined note to ClearThink Capital Partners, LLC and the Company issued 130,000 shares of common stock to ClearThink Capital Partners, LLC. The conversion options contained in the ~~convertible promissory~~combined note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered ~~a derivative~~derivatives and therefore ~~has~~have been recorded in liabilities as part of the convertible promissory note and not bifurcated. The principal balance of the combined note at March 31, 2023 was $937,500.

On March 2, 2023, the Company completed the sale of a promissory note (the “Note”) in the principal amount of $1,823,529 to WOMF pursuant to a Securities Purchase Agreement dated as of February 27, 2023. The purchase price of the Note was $1,550,000, representing a 15% original issue discount. The Note is non-interest bearing, except in the case of the event of a default, in which case interest will accrue from the date of the default at a rate equal to the lower of 18% per annum or the maximum rate permitted by law.

The Note is payable in nine (9) monthly installments of $232,500 each, consisting of a $227,941 principal reduction payment and a $4,559 redemption fee, commencing on April 27, 2023. The Company’s obligations under the note are secured by a security interest in the Company’s deposit accounts and the deposit accounts of the Company’s subsidiaries. In addition, each the Company’s subsidiaries has agreed that if an event of default occurs under the Note, the subsidiary will pay to WOMF an amount equal to 10% of revenues received during the prior month from the sale of goods or services or collections of accounts receivable.

The Note requires the Company to use reasonable commercial efforts to complete an offering which will result in an uplisting of its common stock to a national securities exchange within a reasonable time following the issuance of the Note. The Note contains certain negative covenants, including a prohibition on the incurrence of debt that is senior or pari passu to the indebtedness represented by the Note, the creation of liens on the Company’s assets, the payment of dividends and other distributions on the Company’s common stock, the repurchase of the Company’s common stock, the sale of a significant portion of the Company’s assets and the repayment of indebtedness other than existing indebtedness.

The Company may elect to pay all or a portion of a monthly installment due under the Note by converting such amount into shares of the Company’s common stock at a price of $4.00 per share, subject to adjustment in accordance with the terms of the Note. If the Company does not pay an installment when due it is deemed an election by the Company to convert the installment payment into common stock at a price equal to the lower of $4.00 per share or 90% of the lowest daily volume weighted average price of the common stock during the five trading days preceding the conversion date. WOMF has the right to determine the timing of any such conversion. WOMF may elect at any time to convert amounts payable under the Note into shares of the Company’s common stock at a conversion price of $4.00 per share, subject to adjustment in accordance with the terms of the Note.

If the Company receives cash proceeds from any source, including payments from customers or from the issuance of equity or debt, WOMF can require the Company to apply 100% of such proceeds to the repayment of the Note.

If the Company completes a placement of securities, WOMF will have the right to accept such new securities in lieu of the Note and Warrant. For so long as the Note is outstanding, if the Company issues a security or amends the terms of a security issued before the issue date of the Note, and WOMF believes that terms of the new or amended security are more favorable to the holder than the terms provided to WOMF, WOMF may require that such terms become part of WOMF’s transaction documents with the Company.

In the event of a default under the Note, the Company shall be required to pay WOMF an amount equal to the amount determined by multiplying the principal amount then outstanding plus default interest by 135%, plus costs of collection. WOMF may elect to accept payment of any such amount in cash and/or shares of the Company’s common stock, valued for this purpose at ~~September 30,~~the lower of the conversion price then in effect or a 60% discount to the lowest volume weighted average price of the common stock during the five trading days preceding the conversion date.

WOMF has been granted a right of first refusal to participate in future financing transactions conducted by the Company.

As additional consideration for the purchase of the Note, the Company issued WOMF a warrant (the “Warrant”) to purchase 1,307,190 shares of the Company’s common stock at an exercise price equal to 90% of the lowest volume weighted average price of the common stock during the five trading days preceding the date of exercise. The Warrant contains a cashless exercise provision and is exercisable at any time during the period beginning on August 27, 2023 and ending on August 27, 2028. In addition, a warrant issued by the Company to WOMF in August 2022 was amended to change the exercise price of the warrant from $~~110,000~~5.40 per share to the lower of $5.40 per share or the lowest volume weighted average price of the common stock during the five trading days preceding its exercise.

The Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission by April 13, 2023 to register the shares of common stock issuable upon the conversion of the Note and the exercise of the Warrant for public resale. If the Company fails to file the registration statement by April 13, 2023 or have the registration statement declared effective by the deadlines set forth in the Registration Rights Agreement, the Company will be required to make a payment of 2% of the amount then owed under the Note for each 30 day period after the applicable deadline that the Company does not file the registration statement or the registration statement is not declared. WOMF has also been granted piggyback registration rights with respect to the shares of common stock issuable upon the conversion of the Note and the exercise of the Warrant. Each of the Note and Warrant grants full ratchet anti-dilution protection to WOMF in the event that the Company issues common stock or rights to purchase common stock at a price less than the conversion or exercise price then in effect.

~~In September~~Contemporaneous with the sale of the Note and Warrant to WOMF, ASOP and ASOF (collectively, “Arena”), who hold promissory notes with an unpaid principal balance of approximately $3,877,000 which became due on April 30, 2022 ~~the Company~~(the “Arena Notes”), entered into a ~~convertible promissory note (“Tysadco Note IV”~~Forbearance Agreement with the Company pursuant to which they agreed to forbear from exercising remedies under the Arena Notes until December 31, 2024 provided that the Company does not default on its obligations under the Forbearance Agreement.

The Forbearance Agreement requires the Company and/or Company’s subsidiaries, Duramed, Inc. and Duramed MI, LLC (together the “Duramed Subsidiaries”) ~~with Tysadco Partners, LLC (“Tysadco”)~~to remit to Arena on a monthly basis certain accounts receivable collected by the Company and/or the Duramed Subsidiaries until the total amount collected is $5,700,000. The ~~principal balance~~Company and the Duramed Subsidiaries have assigned their rights to these receivables to Arena.

If Arena fully exercises warrants to purchase shares of the ~~note is $65,000~~Company’s common stock that were previously issued to it, 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 partaggregate market value of the ~~convertible~~shares acquired is less than $1,500,000, the Company must pay to Arena an amount equal to such difference.

As a condition to the closing of the sale of the Note and Warrant to the WOMF, certain terms of certain promissory ~~note and not bifurcated. The principal balance outstanding at September, 2022 was $65,000~~.notes previously issued by the Company were amended, including the following:

On August 12, 2021, pursuant to an Equipment Acquisition Agreement, the Company entered into a twelve-month promissory note of $1,250,000 with payments of $100,000 per month and interest at 6%6 ~~(See Note 5)~~%. As of ~~September 30, 2022,~~March 31, 2023, the total amount outstanding was $1,050,000.

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 ~~10%~~10% 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 ~~September, 2022~~March 31, 2023 the total amount outstanding was $100,000.

During the ~~nine-months~~year ended ~~September 30,~~December 31, 2022, the Company entered into various agreements relating to the sales of future receivables for an aggregate purchase amount of approximately $450,000. The aggregate principal amounts are payable in weekly installments ranging from $2,917 through $453 until such time the obligations are fully satisfied. As of ~~September 30,~~December 31, 2022, the total amounts outstanding were approximately $~~147,000~~65,000.

On February 11, 2022, the Company entered into a $175,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of ~~16%~~16% per annum and is due within six months or due on demand subsequently to any major funding received by the Company in excess of $2,000,000. As of ~~September 30, 2022~~March 31, 2023 the total amount outstanding was $175,000.

On August 18, 2022, the Company entered into a $250,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of ~~16%~~16% per annum and is due within three months or due on demand subsequently to any major funding received by the Company in excess of $1,000,000. As of ~~September 30, 2022~~March 31, 2023 the total amount outstanding was $250,000.

On October 14, 2022, the Company entered into a $115,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 18% per annum and was due on October 31, 2022. As of March 31, 2023 the total amount outstanding was $65,000.

On October 14, 2022, the Company entered into a $230,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 18% per annum and was due on October 31, 2022. As of march 31, 2023 the total amount outstanding was $122,500.

On November 17, 2022, the Company entered into a $200,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 18% per annum and was due on December 17, 2022. As of March 31, 2023 the total amount outstanding was $125,000.

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

Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion ~~day.~~day. The shares of Series B Preferred Stock have no voting ~~rights.~~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~~1,667 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 4,000shares of a new Series D Preferred Stock with a par value of $0.001each. All Series D Preferred Shares shall rank senior to all shares of Common Stock of the Company with respect to liquidation preferences and shall rank pari passu to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock. Each Series D Preferred Share shall have voting rights equal to 667 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders. Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred Shares (“Price per Share”). Should the Company desire to purchase Series D Preferred Shares, the Company shall provide the Holder with written notice and a check or cash in an amount equal to the number of shares of Series D Preferred Shares being purchased multiplied by the Price per Share. The shares of Series D Preferred Shares so purchased shall be deemed automatically cancelled and the Holder shall return the certificates for such share to the Corporation. ~~During the nine months ended September 30, 2022 the Company issued~~ ~~2,050~~ ~~shares of Series D preferred stock.~~

~~For the nine months ended 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 nine months ended September 30, 2022, the Company issued an aggregate of~~ ~~190,505~~, ~~13,704~~, ~~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.~~

A summary of stock options activity for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 is as follows:

Stock-based compensation expense related to stock options ~~was $2,371,819~~during the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022.

The Company’s income tax provisions for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 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.

~~For the nine months ended 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 $13,100~~ ~~and $9,900, respectively.~~

At ~~September 30,~~March 31, 2022, the Company has amounts due to directors of the Company of approximately $~~295,243~~210,434 which ~~are expected to be repaid in the next twelve months.~~were repaid.

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

Rent expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ was $~~595,104~~133,227 and $~~492,919~~203,017, respectively.

At ~~September 30, 2022,~~March 31, 2023, the future minimum lease payments under non-cancellable operating leases were:

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

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 October 14, 2022,~~In May 2023, the Company ~~entered into two unsecured~~issued a promissory note ~~agreement with separate lenders for~~to WOMF in the principal ~~amounts~~amount of $~~115,000~~ ~~and $230,000~~437,500. The ~~promissory notes accrue interest at~~purchase price of the note was $350,000, representing a ~~rate of~~ 1820% ~~per annum and are~~original issue discount. The note becomes due on October ~~31, 2022 or due on demand subsequently to any closing of an accounts receivable financing.~~15, 2023.

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

Three months ended ~~September 30, 2022~~March 31, 2023 compared to three months ended ~~September 30, 2021.~~March 31, 2022.

Revenues ~~increased $977,752~~decreased $921,015 from ~~$1,910,372~~$1,860,320 in ~~2021~~2022 to ~~$2,888,124~~$939,305 in ~~2022.~~2023. The ~~increase~~decrease is due to the normalization of sales activity with 2022 positively impacted by the wind down of restrictions related to the Covid-19 Pandemic surrounding elective surgeries, enabling an increase in the usage of the Company’s Duramed product lines and ultrasound device associated with patient recovery. ~~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 $1,454,000.~~

Cost of product sales ~~increased $488,294~~decreased $665,753 from ~~$540,886~~$1,190,330 in ~~2021~~2022 to ~~$1,029,180~~$524,577 in ~~2022~~2023 due to the ~~increase~~decrease in sales ~~caused by increase in operations and 2021 acquisitions.~~

~~Operating expenses increased $4,793,227 from $3,893,685 in 2021 to $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 2022 amounting to approximately $4,500,000.~~

~~Nine months ended September 30, 2022 compared to nine months ended September 30, 2021.~~noted above.

~~Revenues increased 2,500,062~~Operating expenses decreased $2,012,367 from $2,355,231 in 2021 to $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 $2,200,000.

~~Cost of product sales increased $2,374,034 from $876,293 in 2021 to $3,250,327~~$3,861,997 in 2022 ~~due~~ to ~~the increase in sales caused by increase in operations~~$1,849,630 and ~~2021 acquisitions.~~

~~Operating expenses increased $5,702,341~~net loss decreased $1,745,859 from ~~$8,645,362 in 2021 to $14,347,703 and Net loss increased 3,872,272 from $8,152,487 in 2021 to $12,024,759~~$3,484,897 in 2022 to $1,739,038 in 2023 as a ~~direct~~ result ~~in non-cash stock-based compensation expense during the third quarter~~ of ~~2022 amounting to approximately $5,050,000.~~

At ~~September 30, 2022,~~March 31, 2023, the Company had cash and cash equivalents of ~~$34,471~~$196,248 and negative working capital of ~~$2,205,209.~~$3,697,941. Cash and cash equivalents ~~decreased $414,530~~increased $123,054 from ~~$449,001~~$73,194 at December 31, ~~2021~~2022 to ~~$34,471~~$196,248 at ~~September 30, 2022.~~March 31, 2023. For the ~~nine~~three months ended ~~September 30, 2022, $3,006,424~~March 31, 2023, $1,114,187 was provided by financing activities, ~~$3,420,954~~$906,133 was used in operating activities, and $0$85,000 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.

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 fiscal year 2023. Sales of CBD and related products continue to moderately recover and we expect to be back at pre-COVID levels by fiscal year 2023.

As of ~~September 30, 2022,~~March 31, 2023, 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.

There were no changes in our internal control over financial reporting in our fiscal quarter for the period ~~September 30, 2022~~March 31, 2023 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.

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~~On or about November 24, 2021, a vendor of the Company filed amended suit against the Company in Florida, Case No. 2021 CA 001797, for monies allegedly owed and civil theft relating to such monies and related products and fraud in the inducement. We do not believe we owe such vendor any amount. The court has entered a default judgement against the Company for our failure to timely answer the complaint, which default has since been overturned. Subsequently the case has been set for interrogatories and document production which activities are being fulfilled.

On or about August 11, 2022, a Complaint was filed by Evexia Plus, LLC against Can B Corp. in a product payment trade dispute. Case Number 63-CV-2022-900692.00 in the Circuit Court of Tuscaloosa County, AL. On 1-26-2023 the court ordered a Summary Judgement in the amount of $336,924. The parties are trying to work out a payment schedule tied to production to satisfy the judgement.

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

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.

~~Sales~~In February 2023, the Company issued a convertible promissory in the principal amount of ~~unregistered securities~~$1,823,529 to an investor at a purchase price of $1,550,000. The promissory note is convertible into common stock at a base rate of $6.40 per share, subject to adjustment. In conjunction with issuance of this promissory note, the Company issued the investor a warrant to purchase 1,307,190 shares of the Company’s common stock at an exercise price equal to 90% of the lowest volume weighted average price of the common stock during the ~~nine months ended September 30, 2022 are as follows:~~five trading days preceding the date of exercise.

~~From~~Between January ~~1, 2022 through September 30, 2022~~31, 2023 and February 20, 2023, the Company issued ~~an aggregate~~a total of ~~51,282 shares of Common Stock under its Reg A-1 registration currently in effect and an additional 709,642~~360,000 shares of common stock ~~to various consultants for services.~~

From January 1, 2022 through 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 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 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~~pursuant to the ~~exercise~~conversion of ~~warrants.~~

~~With respect to~~convertible notes. The Company relied upon the ~~transactions noted above, each~~exemption provided by Section 3(a)((9) 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 paidSecurities Act 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.issuances.

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.

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging Growth Company	☐
(Do not check if smaller reporting company)

		Page
		No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets – ~~September 30, 2022~~March 31, 2021 and December 31, ~~2021~~2022	3
	Consolidated Statements of Operations – Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	4
	Consolidated Statement of Stockholders’ Equity - Three Months Ended March 31, 2023 and ~~nine months ended September 30,~~ 2022 ~~and 2021~~	5
	Consolidated Statements of Cash Flows – ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2023 and 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.	19
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	20
Item 4	Controls and Procedures.	20
	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	2120
Item A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	2221
Item 4.	Mine Safety Disclosures	2221
Item 5.	Other Information	2221
Item 6.	Exhibits	2221

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

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

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

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

	Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding, January 1, 2023		1,056,666	$	4.02		3.58
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding, March 31, 2023		1,056,666	$	4.02		3.58

	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

As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	203,043	$	203,043

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


Three months ended December 31, 2022	$	204,050
Fiscal year 2023		669,196
Fiscal year 2024		379,954
Total	$	1,253,200


Nine months ended December 31, 2023	$	554,544
Fiscal year 2024		469,818
Total future Lease Payment	$	1,024,362

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)

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)
10.45		Amended Placement Agent Agreement(18)
10.46		Alumni Capital Securities Purchase and Related Documents(19)
10.47		Arena Exchange Agreement(20)
10.48		Agreement with Forever Bradst(21)
10.49		Promissory Note Modification Agreement with TWS Pharma LLC(22)
10.50		Walleye Securities Purchase Agreement(22)
10.51		Walleye Promissory Note(22)
10.52		Walleye Revenue Pledge and Security Agreement(22)
10.53		Walleye Common Stock Purchase Warrant(22)
10.54		Amendment to Walleye Common Stock Purchase Agreement(22)
10.56		Walleye Registration Rights Agreement(22)
10.57		Arena Forbearance Agreement(22)
10.58		Amendment No. 2 to Blue Lake Partners Promissory Note and Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)
10.59		Amendment No. 2 to Mast Hill Fund Promissory Note, Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)
10.60		Amendment No. 2 to Fourth Man Promissory Note, Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)
10.61		Walleye May 2023 Promissory Note
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.
(17)	Filed with Form S-1/A filed with the SEC on February 14, 2022 and incorporated herein by reference.
(18)	Filed with Form S-1/A filed with the SEC on May 25, 2022 and incorporated herein by reference.
(19)	Filed with the Current Report on Form 8-K filed with the SEC on June 15, 2022 and incorporated herein by reference.
(20)	Filed with Form S-1/A filed with the SEC on June 30, 2022 and incorporated herein by reference.
(21)	Filed with the Current Report on Form 8-K filed with the SEC on July 25, 2022 and incorporated herein by reference.
(22)	Filed with the Annual Report on Form 10-K filed with the SEC on April 17, 2023 and incorporated herein by reference.

	Can B Corp.

Date: ~~November 21, 2022~~May 22, 2023	By:	/s/ Marco Alfonsi
		Marco Alfonsi,
		Chief Executive Officer

Date: ~~November 21, 2022~~May 22, 2023	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple,
		Chief Financial Officer