Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55753 | ||
Entity Registrant Name | Can B Corp | ||
Entity Central Index Key | 0001509957 | ||
Entity Tax Identification Number | 20-3624118 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Address, Address Line One | 960 South Broadway | ||
Entity Address, Address Line Two | Suite 120 | ||
Entity Address, City or Town | Hicksville | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11801 | ||
City Area Code | 516 | ||
Local Phone Number | 595-9544 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,546,039 | ||
Entity Common Stock, Shares Outstanding | 5,396,682 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 73,194 | $ 449,001 |
Accounts receivable, less allowance for doubtful accounts of $985,028 and $547,241 at December 31, 2022 and 2021, respectively | 6,586,210 | 3,646,677 |
Inventory | 2,024,053 | 2,553,438 |
Prepaid expenses and other current assets | 21,024 | 4,523 |
Total current assets | 8,704,481 | 6,653,639 |
Other assets: | ||
Deposits | 165,787 | 165,787 |
Intangible assets, net | 107,144 | 369,015 |
Property and equipment, net | 5,432,357 | 7,052,926 |
Right of use assets, net | 1,136,883 | 2,220,134 |
Other noncurrent assets | 13,139 | 13,139 |
Total other assets | 6,855,310 | 9,821,001 |
Total assets | 15,559,791 | 16,474,640 |
Current liabilities: | ||
Accounts payable | 3,140,408 | 1,163,284 |
Accrued expenses | 181,700 | 2,407,528 |
Due to related party | 295,243 | 218,273 |
Notes and loans payable, net | 7,951,196 | 4,865,749 |
Warrant liabilities | 203,043 | |
Operating lease liability - current | 652,172 | 808,223 |
Total current liabilities | 12,423,762 | 9,463,057 |
Long-term liabilities: | ||
Operating lease liability - noncurrent | 438,104 | 1,392,068 |
Total long-term liabilities | 438,104 | 1,392,068 |
Total liabilities | 12,861,866 | 10,855,125 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Common stock, no par value; 1,500,000,000 shares authorized, 4,422,584 and 2,834,755 issued and outstanding at December 31, 2022 and 2021, respectively | 79,614,986 | 49,676,847 |
Common stock issuable, no par value; 36,248 and 0 shares at December 31, 2022 and 2021, respectively | 119,586 | |
Treasury stock | (572,678) | (572,678) |
Additional paid-in capital | 8,006,822 | 5,635,003 |
Accumulated deficit | (92,690,834) | (77,766,659) |
Total stockholders’ equity | 2,697,925 | 5,619,515 |
Total liabilities and stockholders’ equity | 15,559,791 | 16,474,640 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | 5,320,000 | 28,440,000 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | 2,900,039 | 207,000 |
Series D Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | $ 4 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 985,028 | $ 547,241 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 4,422,584 | 2,834,755 |
Common stock, shares outstanding | 4,422,584 | 2,834,755 |
Common stock, issuable no par value | $ 0 | $ 0 |
Common stock, issuable shares | $ 36,248 | $ 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20 | 20 |
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares issued | 5 | 20 |
Preferred stock, shares outstanding | 5 | 20 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,100 | 23 |
Preferred stock, shares outstanding | 1,100 | 23 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,000 | 4,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 4,000 | 1,950 |
Preferred stock, shares outstanding | 4,000 | 1,950 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total revenues | $ 6,685,519 | $ 4,603,829 |
Cost of revenues | 4,071,144 | 1,611,730 |
Gross profit | 2,614,375 | 2,992,099 |
Operating Expenses | ||
Compensation | 7,199,215 | 4,997,155 |
Consulting and professional fees | 5,416,006 | 3,968,744 |
Rent and utilities | 926,696 | 675,310 |
Other operating expenses | 3,240,605 | 3,616,897 |
Total operating expenses | 16,782,522 | 13,258,106 |
Loss from operations | (14,168,147) | (10,266,007) |
Other (expense) income: | ||
Other income | 2,991 | |
Change in fair value of warrant liability | 154,010 | |
Gain on debt extinguishment | 196,889 | |
Interest expense | (902,130) | (2,102,193) |
Other expense | (7,115) | |
Other expense | (755,235) | (1,902,313) |
Loss before provision for income taxes | (14,923,382) | (12,168,320) |
Provision for income taxes | 793 | 1,075 |
Net loss | $ (14,924,175) | $ (12,169,395) |
Loss per share - basic and diluted | $ (4.18) | $ (9.06) |
Weighted average shares outstanding - basic and diluted | 3,570,087 | 1,343,219 |
Product Sales [Member] | ||
Revenues | ||
Total revenues | $ 5,524,036 | $ 4,156,281 |
Service Revenue [Member] | ||
Revenues | ||
Total revenues | $ 1,161,483 | $ 447,548 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Preferred Stock [Member] Series D Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 28,440,000 | $ 5,607,000 | $ 30,874,270 | $ (572,678) | $ 2,724,689 | $ (65,597,264) | $ 1,476,017 | |||
Balance, shares at Dec. 31, 2020 | 20 | 623 | 369,639 | 36,248 | ||||||
Issuance of preferred stock | $ 2 | 2 | ||||||||
Issuance of preferred stock, shares | 1,950 | |||||||||
Conversion of Series C Preferred stock to common stock | $ (5,400,000) | $ 5,400,000 | ||||||||
Conversion of Series C Preferred stock to common stock, shares | (600) | 1,000,000 | ||||||||
Sale of common stock | $ 6,555,453 | 6,555,453 | ||||||||
Sale of common stock, shares | 814,336 | |||||||||
Issuance of common stock in lieu of note repayments | $ 537,748 | 537,748 | ||||||||
Issuance of common stock in lieu of note repayments, shares | 77,017 | |||||||||
Issuance of common stock for services rendered | $ 2,657,048 | 2,657,048 | ||||||||
Issuance of common stock for services rendered, shares | 157,115 | |||||||||
Issuance of common stock for asset acquisition | $ 3,453,014 | 3,453,014 | ||||||||
Issuance of common stock for asset acquisition, shares | 381,791 | |||||||||
Issuance of common stock warrants and commitment shares in connection with convertible promissory note | 515,276 | 515,276 | ||||||||
Issuance of common stock in lieu of interest payments | $ 199,314 | 199,314 | ||||||||
Issuance of common stock in lieu of interest payment, shares | 34,857 | |||||||||
Stock-based compensation | 2,395,038 | 2,395,038 | ||||||||
Net loss | (12,169,395) | (12,169,395) | ||||||||
Balance at Dec. 31, 2021 | $ 28,440,000 | $ 207,000 | $ 2 | $ 49,676,847 | $ (572,678) | 5,635,003 | (77,766,659) | 5,619,515 | ||
Balance, shares at Dec. 31, 2021 | 20 | 0 | 23 | 1,950 | 2,834,755 | 36,248 | ||||
Issuance of preferred stock | $ 2 | 2 | ||||||||
Issuance of preferred stock, shares | 2,050 | |||||||||
Sale of common stock | $ 500,000 | 500,000 | ||||||||
Sale of common stock, shares | 51,282 | |||||||||
Issuance of common stock for services rendered | $ 4,370,256 | 119,586 | 4,489,842 | |||||||
Issuance of common stock for services rendered, shares | 1,270,616 | |||||||||
Issuance of common stock for asset acquisition | $ 1,767,498 | 1,767,498 | ||||||||
Issuance of common stock for asset acquisition, shares | 190,505 | |||||||||
Net loss | (14,924,175) | (14,924,175) | ||||||||
Conversion of Series A Preferred stock to Common stock | $ (23,120,000) | $ 23,120,000 | ||||||||
Conversion of Series A Preferred stock to Common stock, shares | (15) | 33,345 | ||||||||
Issuance of common stock in lieu of note interest repayments | $ 73,078 | 73,078 | ||||||||
Issuance of common stock in lieu of note interest repayments, shares | 10,150 | |||||||||
Issuance of common stock for equipment | $ 98,666 | 98,666 | ||||||||
Issuance of common stock for equipment, shares | 13,704 | |||||||||
Issuance of common stock resulting from the exercise of warrants | $ 8,641 | 8,641 | ||||||||
Issuance of common stock resulting from the exercise of warrants, shares | 18,227 | |||||||||
Stock-based compensation | $ 2,693,039 | 2,371,819 | $ 5,064,858 | |||||||
Stock-based compensation, shares | 1,077 | |||||||||
Balance at Dec. 31, 2022 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 79,614,986 | $ 119,586 | $ (572,678) | $ 8,006,822 | $ (92,690,834) | $ 2,697,925 | |
Balance, shares at Dec. 31, 2022 | 5 | 0 | 1,100 | 4,000 | 4,422,584 | 36,248 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss | $ (14,924,175) | $ (12,169,395) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 5,064,860 | 2,395,038 |
Depreciation | 1,408,061 | 493,656 |
Amortization of intangible assets | 26,906 | 48,689 |
Amortization of original-issue-discounts | 444,920 | 1,640,242 |
Bad debt expense | 751,025 | 61,393 |
Impairment of intangible assets | 252,462 | |
Loss on sale of property and equipment | 309,000 | |
Change in fair value of warrant liability | (154,010) | |
Gain on debt extinguishment | (196,889) | |
Stock-based interest expense | 73,078 | 199,314 |
Stock-based consulting expense | 4,489,842 | 2,657,048 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,690,558) | (1,705,006) |
Inventory | 529,385 | (2,208,484) |
Prepaid expenses | (14,327) | 8,476 |
Deposits | (144,500) | |
Other noncurrent assets | 7,176 | |
Operating lease right-of-use asset | (26,764) | (20,667) |
Accounts payable | 1,988,699 | 1,009,644 |
Accrued expenses | (475,828) | 457,033 |
Net cash used in operating activities | (3,947,424) | (7,467,232) |
Investing activities: | ||
Purchase of property and equipment | (538,763) | |
Purchase of intangible assets | (177,530) | |
Net cash used in investing activities | (716,293) | |
Financing activities: | ||
Net proceeds received from notes and loans payable | 3,449,853 | 1,625,000 |
Proceeds from issuance of Series D Preferred Stock | 2 | |
Proceeds from sale of common stock | 500,000 | 6,555,453 |
Repayments of notes and loans payable | (377,500) | (224,000) |
Deferred financing costs | (77,706) | |
Amounts received from related parties, net | 76,970 | 218,273 |
Net cash provided by financing activities | 3,571,617 | 8,174,728 |
Decrease in cash and cash equivalents | (375,807) | (8,797) |
Cash and cash equivalents, beginning of period | 449,001 | 457,798 |
Cash and cash equivalents, end of period | 73,194 | 449,001 |
Supplemental Cash Flow Information: | ||
Income taxes paid | 1,075 | 1,075 |
Interest paid | 83,147 | 4,000 |
Non-cash Investing and Financing Activities: | ||
Issuance of common stock in lieu of repayment of notes payable | 537,748 | |
Issuance of common stock in asset acquisitions | 1,767,498 | 3,453,014 |
Assets acquired through common stock payable | 1,750,000 | |
Assets acquired through issuance of promissory note | 1,250,000 | |
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 | $ 515,276 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”). The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company runs it manufacturing operations through PHP and holds and sells several of its brands through PHP as well. The Company’s durable equipment products, such as sam® units with and without CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February 1, 2019. Most of the Company’s consumer products include hemp derived cannabidiol (“CBD”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third-parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021), TN Botanicals, LLC and CO Botanicals LLC (both incorporated in August 2021). These three subsidiaries have also begun synthesizing Delta-8 and Delta-10 from hemp. Delta-8 and Delta-10 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived Delta-8 and Delta-10 are in a gray area and considered a potential loophole at this point due to the 2018 hemp bill. The Company’s other subsidiaries did not have operations during the year ended December 31, 2022. 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of December 31, 2022, the Company had cash and cash equivalents of $ 73,194 3,281,494 14,924,175 12,169,395 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. 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 – Basis of Presentation and Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). On February 8, 2022, the Company effected a 1-for-15 reverse stock split of the Company’s common stock, or the 2021 Reverse Stock Split. As a result of the 2021 Reverse Stock Split, every 15 shares of the Company’s pre-2021 Reverse Stock Split common stock were combined and reclassified into one share of the Company’s common stock. Principles of Consolidation The 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. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 Covid-19 Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain. In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners. Use of Estimates The preparation of financial statements 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 at the date of the financial statements and the reported amounts of sales (or revenues) and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, revenue recognition, allowance for doubtful accounts, recognition and measurement of income tax assets, valuation of share-based compensation, and the valuation of net assets acquired. Asset Acquisitions When applicable, the Company accounts for the acquisition of a business in accordance with the accounting standards codification (“ASC”) guidance for business combinations, whereby the total purchase consideration transferred is allocated to the assets acquired and liabilities assumed, including amounts attributable to non-controlling interests, when applicable, based on their respective estimated fair values as of the date of acquisition. Goodwill represents the excess of purchase consideration transferred over the estimated fair value of the identifiable net assets acquired in a business combination. Assigning estimated fair values to the net assets acquired requires the use of significant estimates, judgments, inputs, and assumptions regarding the fair value of the assets acquired and liabilities assumed. Estimated fair values of assets acquired and liabilities assumed are generally based on available historical information, independent valuations or appraisals, future expectations, and assumptions determined to be reasonable but are inherently uncertain with respect to future events, including economic conditions, competition, the useful life of the acquired assets, and other factors. The company may refine the estimated fair values of assets acquired and liabilities assumed, if necessary, over a period not to exceed one year from the date of acquisition by taking into consideration new information that, if known at the date of acquisition, would have affected the estimated fair values ascribed to the assets acquired and liabilities assumed. The judgments made in determining the estimated fair value assigned to assets acquired and liabilities assumed, as well as the estimated useful life and depreciation or amortization method of each asset, can materially impact the net earnings of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. During the measurement period, any purchase price allocation changes that impact the carrying value of goodwill affects any measurement of goodwill impairment taken during the measurement period, if applicable. If necessary, purchase price allocation revisions that occur outside of the measurement period are recorded within cost of sales or selling, general and administrative expense within the Consolidated Statements of Earnings depending on the nature of the adjustment. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the company accounts for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35-day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis. Service revenue consists of hemp processing services provided by the Company to other hemp related entities. Services revenues are recorded when services are rendered. Freight billed to customers is included within sales on the consolidated statement of operations. The related freight charged to the Company is included within cost of revenues. Sales tax collected from customers is remitted to governmental authorities on a net basis. Cost of Revenues The cost of revenues is the total cost incurred to obtain a sale, the cost of the goods sold, and costs related to the processing of hem for outside parties. The Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of revenues primarily consist of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products and durable medical goods. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 Cash, cash equivalents and restricted cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Accounts receivables, net Trade receivables arise from granting credit to customers in the normal course of business, are unsecured and are presented net of an allowance for doubtful accounts. The allowance is based on a number of factors, including the length of time the receivable is past due, the Company’s previous loss history, the customer’s current ability to pay, and the general condition of the economy and industry as a whole. Depending on the customer, payment is due between 30 and 60 days after the customer receives an invoice. Certain receivables related to durable medical devices can have collection periods of 18 to 24 months due to the inherent nature of no-fault insurance claims. The Company has taken this into consideration when assessing receivables related to durable medical devices. Other accounts that are more than 45 days past due are individually analyzed for collectability. When all collection efforts have been exhausted, the accounts are written off. Historically, the Company has not suffered significant losses with respect to its trade receivables. Inventories Inventories, which consist of purchased components for resale, are valued at the lower of average cost (which approximates the first-in, first-out method) and net realizable value. The Company reduces the carrying value of inventory for those items that are potentially excess, obsolete or slow-moving based on changes in customer demand, technology developments or other economic factors. Long-lived assets Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives. Definite-lived intangible assets arising from asset acquisitions include intellectual property, patents, trademarks, and certain hemp processing registrations. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows. The Company reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the asset or asset group is considered to be impaired, an impairment loss would be recorded to adjust the carrying amounts to the estimated fair value. No such impairment was recorded during the periods covered by this report. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 Leases The Company determines if an arrangement is or contains a lease at contract inception. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset. The Company does not have any finance leases. Operating leases are recorded in our consolidated balance sheets. Right-of-use (“ROU”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in our leases is not readily determinable, we use our incremental borrowing rate as the discount rate, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. As of December 31, 2022, our leases had remaining lease terms of up to 3 years, some of which included options to extend the lease for up to 14 years and options to terminate the lease within 1 year. Optional periods to extend the lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components, principally common area maintenance for our facilities leases, as a single lease component. In accordance with accounting requirements, leases with an initial term of 12 months or less are recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term. Income taxes Income taxes are accounted for under the asset and liability method pursuant to ASC Topic 740, Income Taxes The Company’s income tax provision or benefit includes U.S. federal, state and local income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzed various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, the impact of state and local income taxes, and its ability to use tax credits and net operating loss carryforwards. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 Under ASC 740, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local, and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. The Company’s income tax returns are subject to examination by federal and state authorities in accordance with prescribed statutes. Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation ) Due to the limited trading history of the Company’s common stock, estimated volatility was based on a peer group of public companies and took into consideration the increased short-term volatility in historical data due to COVID-19. Net loss per common share Pursuant to ASC Topic 260, Earnings Per Share Diluted net loss per share is based on the weighted average number of shares outstanding during the periods plus the effect, if any, of the potential exercise or conversion of securities, such as warrants and restricted stock units that would cause the issuance of additional shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders during the periods listed in the consolidated statements of operations, the weighted average number of shares are the same for both basic and diluted net loss per share due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. An anti-dilutive impact is an increase in earnings per share or a decrease in net loss per share that would result from the conversion, exercise, or issuance of certain contingent securities. Concentration of business and credit risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Cash held by the Company, in financial institutions, may exceed the federally insured limit of $ 250,000 no No customer accounted for more than 10 Fair value of financial instruments Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 ASC Topic 820, Fair Value Measurements and Disclosures ● Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. ● Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Assets measured at fair value on a non-recurring basis include goodwill, and tangible and intangible assets. Such assets are reviewed annually for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3). The carrying amounts of the Company’s financial instruments, which include accounts receivables, accounts payable and accrued expenses and debt at floating interest rates, approximate their fair values, principally due to their short-term nature, maturities or nature of interest rates. Advertising and vendor considerations Advertising costs are expensed as incurred. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Segment reporting The Company operates as a single operating 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. Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncement which became effective for the Company in 2021, and which did not have a material impact on its condensed consolidated financial statements: Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 In May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ASU No. 2021-04 was effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Entities were required to apply the amendments prospectively to modifications or exchanges that occurred on or after the effective date. ASU No. 2021-04 was effective for the Company on January 1, 2022. The adoption did not materially impact the Company’s financial condition or results as the Company’s treatment of such modifications were already consistent with the guidance in ASU 2021-04. Recently issued accounting standards The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of changes in equity, statements of operations and statements of cash flows. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements The carrying value and fair value of the Company’s financial instruments are as follows: SCHEDULE OF CARRYING VALUE AND FAIR VALUE December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 203,043 $ 203,043 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ — $ — The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: SCHEDULE OF FAIR VALUE ASSUMPTIONS As of December 31, 2022 December 31, 2021 Stock price $ 1.30 N/A Exercise price $ 6.04 N/A Remaining term (in years) 0.46 N/A Volatility 159.00 % N/A Risk-free rate 3.99 % N/A Expected dividend yield — % — The warrant liabilities will be remeasured at each reporting period with changes in fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the warrant liabilities was as follows: SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES Warrant liabilities Estimated fair value at December 31, 2021 $ - Issuance of warrant liabilities 357,053 Change in fair value (154,010 ) Estimated fair value at December 31, 2022 $ 203,043 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
Asset Acquisitions
Asset Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisitions | Note 5 – Asset Acquisitions Botanical Biotech Asset Acquisition On March 11, 2021, Company entered into an Asset Acquisition Agreement, which was fully executed on March 17, 2021, with multiple sellers (each, a “Seller” and, collectively, the “Sellers”), pursuant to which the Sellers agreed to sell certain assets to Company, and to transfer such assets to Botanical Biotech, LLC, a newly-formed, wholly-owned subsidiary of the Company (“Transferee” or “BB”). The assets purchased (“BB Assets”) include certain materials and manufacturing equipment, marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person or entity in respect of any of the foregoing and all other promotional properties, in each case primarily used, developed or acquired by the Sellers for use in connection with the ownership and operation of the BB Assets. In exchange for the BB Assets the Company will pay the Seller a maximum of $ 355,057 , payable half in the form of cash or cash equivalent and half in the form of restricted shares of common stock of the Company (the “Shares”) at a price per Share equal to the average closing price of the common stock of the Company during the ten ( 10 ) consecutive trading days immediately preceding the closing. The Company has agreed to indemnify the Sellers for certain breaches of covenants, representations and warranties and for claims relating to the BB Assets following closing. In conjunction with the BB asset acquisition, the Company entered into consulting agreements with two sellers to coordinate the new start-up. All consideration was related to the acquisition of equipment and supplies. No liabilities were acquired. 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 3 100,000 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 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 CO Botanicals Asset Acquisition On August 12, 2021, The Company and CO Botanicals LLC (“COB”), a newly-formed, wholly-owned subsidiary of the Company entered into an Equipment Acquisition Agreement (the “TWS Agreement”) with TWS Pharma, LLC, (“TWS Pharma”) and L7 TWS Pharma, LLC (“L7 TWS” and, collectively with TWS Pharma, “TWS”). Pursuant to the TWS Agreement, COB agreed to purchase certain equipment and other assets from TWS (the “TWS Assets”) for a total purchase price equal to $ 5,316,774 1,250,000 6 100,000 4,066,774 0.62 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 year ending December 31, 2022, the $1,750,000 of shares held in escrow were released and issued TN Botanicals Asset Acquisition On August 13, 2021 the Company and TN Botanicals LLC (“TNB”), a newly-formed, wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “MCB Agreement”) with Music City Botanicals, LLC, pursuant to which TNB agreed to purchase certain equipment, other assets, and intellectual property from MCB (the “MCB Assets”) for a total purchase price equal to $ 1,394,324 498,259 896,065 0.62 Imbibe Health Solutions Asset Acquisition On February 22, 2021, Can B̅ Corp. (the “Company”) entered into a material definitive agreement (“Acquisition Agreement”) with Imbibe Health Solutions, LLC, a Delaware limited liability company (“Imbibe”), pursuant to which Imbibe agreed to sell certain of its assets to the Company. The assets to be purchased (“Assets”) include the intellectual property rights and other intangible assets relating to its branded products containing CBD. In exchange for the Assets, the Company has agreed to pay Imbibe $ 102,501 102,502 17,498 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6 – Inventories Inventories consist of hemp biomass that is received in bulk. The CBD biomass is initially processed by extraction into winterized crude oil. The winterized crude oil is then processed into distillate and then into CBD isolate. These three processes are continuous as raw materials are converted from biomass to isolate in back-to-back operations so work in process is just a matter of hours in the processing cycle from biomass to CBD isolate. The isolate is then sold at wholesale or further processed into isomers. Inventories consistent of the following: Schedule of Inventories December 31, December 31, 2022 2021 Raw materials $ 829,844 $ 818,042 Finished goods 1,194,209 1,735,396 Total $ 2,024,053 $ 2,553,438 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment consist of: Schedule of Property and Equipment December 31, December 31, 2022 2021 Furniture and fixtures $ 21,724 $ 21,727 Office equipment 12,378 12,378 Manufacturing equipment 6,766,208 7,018,522 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 7,603,608 7,855,922 Accumulated depreciation (2,171,251 ) (802,996 ) Net $ 5,432,357 $ 7,052,926 Depreciation expense related to property and equipment was $ 1,408,061 493,656 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8 – Intangible Assets Intangible assets consist of: Schedule of Intangible Assets December 31, December 31, 2022 2021 Technology, IP and patents $ 119,998 $ 418,003 Total 119,998 418,003 Accumulated amortization (12,854 ) (48,998 ) Intangible assets, net $ 107,144 $ 369,015 Amortization expense, related to technology, IP, and patents was $ 26,906 48,689 Amortization expense for each of the next five years ending and thereafter is estimated to be as follows: Schedule of Estimated Amortization Expenses Years ending December 31, 2023 $ 12,000 2024 12,000 2025 12,000 2026 12,000 2027 12,000 Thereafter 47,144 Total $ 107,144 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
Notes and Loans Payable
Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes and Loans Payable | Note 9 – Notes and Loans Payable Convertible Promissory Notes In December 2020, the Company entered into a convertible promissory note (“ASOP Note I”) with Arena Special Opportunities Partners I, LP (“ASOP”). The principal balance of the note is $ 2,675,239 January 31, 2022 12 228,419 228,419 6.75 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 January 31, 2022 12 8,755 8,755 6.75 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 January 31, 2022 12 101,978 101,978 6.75 1,073,250 In May 2021, the Company entered into a convertible promissory note (“ASOF Note II”) with Arena Special Opportunities Fund, LP. The principal balance of the note is $ 306,865 and it is to be utilized for working capital purposes. The note matures on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 26,228 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 26,228 shares of the Company’s common stock at an exercise price of $ 6.75 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOF Note II. The principal balance outstanding at December 31, 2022 was $ 276,750 . The maturity dates for the above notes were extended to April 30, 2022 on April 14, 2022 in exchange for the Company’s promise to pay the holders $ 300,000 The holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per extension. The Company has since elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 On January 1, 2022, the Company entered into a convertible promissory note (“Empire Note”) with Empire Properties, LLC (“Empire”). The principal balance of the note is $ 52,319 December 31, 2022 5,000,000 8 52,319 In February 2022, the Company entered into a convertible promissory note (“Tysadco Note”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $ 450,000 July 25, 2022 12 450,000 In March 2022, the Company entered into a convertible promissory note (“BL Note”) with Blue Lake Partners, LLC (“BL”). The principal balance of the note is $ 250,000 March 22, 2023 12 39,062 39,062 6.40 250,000 In March 2022, the Company entered into a convertible promissory note (“MH Note”) with Mast Hill Fund, LP (“MH”). The principal balance of the note is $ 350,000 March 22, 2023 12 39,062 39,062 6.40 350,000 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 April 22, 2023 12 23,437 23,437 6.40 150,000 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 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 June 6, 2023 12 9,766 9,766 6.40 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 December 7, 2022 12 7.50 75 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 August 30, 2023 12 71,296 71,296 5.40 385,000 In August 2022, the Company entered into a convertible promissory note (“Tysadco Note III”) with Tysadco. The principal balance of the note is $ 110,000 February 12, 2023 12 110,000 In September 2022, the Company entered into a convertible promissory note (“Tysadco Note IV”) with Tysadco. The principal balance of the note is $ 65,000 March 19, 2023 12 65,000 In October 2022, the Company entered into a convertible promissory note (“Tysadco Note V”) with Tysadco. The principal balance of the note is $ 50,000 March 19, 2023 12 50,000 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 TWS Note On August 12, 2021, pursuant to an Equipment Acquisition Agreement, the Company entered into a twelve-month promissory note of $ 1,250,000 100,000 6 1,050,000 Other Loans On November 18, 2021, the Company entered into a $ 100,000 10 3,000,000 100,000 During the year ended December 31, 2022, the Company entered into various agreements relating to the sales of future receivables for an aggregate purchase amount of approximately $ 450,000 2,917 453 65,000 On February 11, 2022, the Company entered into a $ 175,000 16 2,000,000 175,000 On August 18, 2022, the Company entered into a $ 250,000 16 1,000,000 250,000 On October 14, 2022, the Company entered into a $ 115,000 18 115,000 On October 14, 2022, the Company entered into a $ 230,000 18 230,000 On November 17, 2022, the Company entered into a $ 200,000 18 200,000 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 10 – Stockholders’ Equity Preferred Stock Each share of Series A Preferred Stock is convertible into 218 shares of CANB common stock and is entitled to 4,444 pari passu pari passu 15 33,345 Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day The shares of Series B Preferred Stock have no voting rights Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 1,667 1,077 Each share of Series D Preferred Stock has 667 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. On February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27, 2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 0.001 pari passu 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”) 2,050 Common Stock For the year ended December 31, 2022, the Company issued an aggregate of 51,282 In addition, for the year ended December 31, 2022, the Company issued an aggregate of 190,505 13,704 1,270,616 18,227 10,150 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 11 – Stock Options The Company has an employee share option plan, which is shareholder-approved, permits the grant of share options and shares to its employees. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Share awards generally vest over five years. The fair value of each option award is estimated on the date of grant using a lattice-based option valuation model that uses the assumptions noted in the following table. Because lattice-based option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other factors. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions December 31, 2022 December 31, 2021 Per share fair value at grant date $ 3.51 $ 8.02 Risk free interest rate 3.00 1.02 Expected volatility 226 % 201 % Dividend yield 0 % 0 % Expected life in years 5 5 A summary of stock options activity for the year ended December 31, 2022 and 2021 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2021 79,147 $ 5.37 3.92 Granted 298,507 $ 6.30 4.61 Outstanding, December 31, 2021 377,654 $ 6.11 3.97 Granted 679,012 $ 2.86 4.02 Exercised - - - Forfeited - - - Expired - - - Outstanding and exercisable, December 31, 2022 1,056,666 $ 4.02 3.82 At December 31, 2022 all stock options are no As of December 31, 2022, there was no unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the share option plan. The Company recognized $ 2,371,819 of stock-based compensation expense during the year ended December 31, 2022. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes The provision for income taxes consisted of the following: Schedule of Provision For Income Taxes December 31, December 31, 2022 2021 State franchise tax $ 793 $ 1,075 The Company’s effective income tax rate differs from the federal statutory rate primarily as a result of certain expenses being deductible for financial reporting purposes that are not deductible for tax purposes, the existence of research and development tax credits, operating loss carryforwards, and adjustments to previously recorded deferred tax assets and liabilities due to the enactment of the Tax Cuts and Jobs Act in 2017. The difference in the provision for income taxes and the amount computed by applying the statutory federal income tax rates consists of the following: Schedule of Provisions for (Benefits from) Income Taxes December 31, December 31, 2022 2021 Expected income tax benefit $ (3,042,141 ) $ (2,034,215 ) State franchise tax 793 1,075 Non-deductible stock-based compensation 942,867 252,205 Non-deductible stock-based interest 15,346 41,856 Increase in deferred income tax assets valuation allowance 2,083,928 1,740,154 Provision for income taxes $ 793 $ 1,075 Principal components of the Company’s deferred tax assets as of December 31, 2022 and December 31, 2021 were as follows: Schedule of Deferred Income Tax Assets December 31, December 31, 2022 2021 Net operating loss carryforward $ (5,755,437 ) $ (3,671,509 ) Valuation allowance 5,755,437 3,671,509 Net $ - $ - At December 31, 2022, the Company had net operating loss carryforwards of approximately $ 27,407,000 that begin to expire in 2025 The Company files a federal income tax return and separate income tax returns in various states. For federal and certain states, the 2019 through 2022 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. The Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant component of objective negative evidence identified during management’s evaluation was the cumulative loss incurred over the three-year period ended December 31, 2022. Such objective evidence limits the ability to consider other subjective evidence, such as our forecasts of future taxable income and tax planning strategies. On the basis of this evaluation as of December 31, 2022 and 2021, the Company recognized a full valuation allowance against its net deferred tax assets, pursuant to ASC 740, as of December 31, 2022. Based on the Company’s evaluation, it was determined that no |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions For the years ended December 31, 2022 and 2021, the Company paid fees to a service provider that is a relative of a director for professional services in the amount of $ 17,100 28,100 At December 31, 2022, the Company has amounts due to directors of the Company of approximately $ 295,243 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies Employment Agreements On December 28, 2020, the Company entered into new three-year Employment Agreements with CEO Marco Alfonsi, CFO Stanley Teeple, and Pure Health Products LLC Pasquale Ferro. Under these agreements, they are to receive a i) base salary of fifteen thousand dollars ($ 15,000.00 100,000 200 100,000 20 Consulting Agreements On July 15, 2020, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, we agreed to pay the Consulting Firm a restricted common stock monthly fee of $ 5,000 6,250 7,500 Lease Agreements The Company leases office space in numerous medical facilities offices under month-to-month agreements. The Company determines if a contract contains a lease at inception. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate to determine the present value of lease payments, as the implicit rate is not readily determinable. The ROU asset also includes any lease payments made. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Rent expense for the years ended December 31, 2022 and 2021 was $ 768,829 614,779 At December 31, 2022, the total future minimum lease payments were as follows: Schedule of Future Maturities of Lease Liabilities 2022 2023 $ 740,852 2024 469,818 Total future minimum lease payments $ 1,210,670 Less: Interest (120,394 ) Total present value of lease liabilities $ 1,090,276 As of December 31, 2022, the Company had a weighted average remaining lease term of 1.3 8.92 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Issuance of OID Note and Warrant On March 2, 2023, the Company completed the sale of a promissory note (the “Note”) in the principal amount of $ 1,823,529 1,550,000 15 18 The Note is payable in nine (9) monthly installments of $ 232,500 227,941 4,559 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 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 4.00 4.00 If the Company receives cash proceeds from any source, including payments from customers or from the issuance of equity or debt, the Investor can require the Company to apply 100% of such proceeds to the repayment of the Note. If the Company completes a placement of securities, the Investor 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 the Investor believes that terms of the new or amended security are more favorable to the holder than the terms provided to the Investor, the Investor may require that such terms become part of Investor’s transaction documents with the Company. In the event of a default under the Note, the Company shall be required to pay the Investor an amount equal to the amount determined by multiplying the principal amount then outstanding plus default interest by 135 60 The Investor 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 the Investor a warrant (the “Warrant”) to purchase 1,307,190 5.40 5.40 The Company has entered into a Registration Rights Agreement with the Investor 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. The Investor 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 the Investor 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. Each of the Note and Warrant contains provisions pursuant to which the Investor has agreed not to effect a conversion of the Note or exercise of the Warrant if the conversion or exercise would result in the Investor becoming the beneficial owner of more than 9.99 Forbearance and Amendment of Outstanding Notes Contemporaneous with the sale of the Note and Warrant to the Investor, Arena Special Opportunities Partners I, L.P. and Arena Special Opportunities Fund, L.P. (collectively, “Arena”), who hold promissory notes with an unpaid principal balance of approximately $ 3,877,000 The Forbearance Agreement requires the Company and/or Company’s subsidiaries, Duramed, Inc. and Duramed MI, LLC (together the “Duramed Subsidiaries ”) 5,700,000 If Arena fully exercises warrants to purchase shares of the Company’s common stock that were previously issued to it, and the aggregate market value of the shares acquired is less than $ 1,500,000 As a condition to the closing of the sale of the Note and Warrant to the Investor, certain terms of certain promissory notes previously issued by the Company were amended, including the following: ● the maturity date of a promissory note in the principal amount of $ 62,500 ● in consideration of the Company repaying an aggregate of $ 200,000 50 33 ● in consideration of an increase in the aggregate principal amount by $ 10,000 18 150,000 50,000 1,500,000 ● in consideration of the Company’s agreement to provide a product credit for future orders of $ 50,000 150,000 ● the maturity date of a promissory note in the principal amount of $ 1,250,000 ● in consideration of the repayment of a total of $ 232,500 435,000 18 15 ● in consideration of an increase in the aggregate principal amount to $ 937,000 852,000 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). On February 8, 2022, the Company effected a 1-for-15 reverse stock split of the Company’s common stock, or the 2021 Reverse Stock Split. As a result of the 2021 Reverse Stock Split, every 15 shares of the Company’s pre-2021 Reverse Stock Split common stock were combined and reclassified into one share of the Company’s common stock. |
Principles of Consolidation | Principles of Consolidation The 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. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
Covid-19 | Covid-19 Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain. In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners. |
Use of Estimates | Use of Estimates The preparation of financial statements 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 at the date of the financial statements and the reported amounts of sales (or revenues) and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, revenue recognition, allowance for doubtful accounts, recognition and measurement of income tax assets, valuation of share-based compensation, and the valuation of net assets acquired. |
Asset Acquisitions | Asset Acquisitions When applicable, the Company accounts for the acquisition of a business in accordance with the accounting standards codification (“ASC”) guidance for business combinations, whereby the total purchase consideration transferred is allocated to the assets acquired and liabilities assumed, including amounts attributable to non-controlling interests, when applicable, based on their respective estimated fair values as of the date of acquisition. Goodwill represents the excess of purchase consideration transferred over the estimated fair value of the identifiable net assets acquired in a business combination. Assigning estimated fair values to the net assets acquired requires the use of significant estimates, judgments, inputs, and assumptions regarding the fair value of the assets acquired and liabilities assumed. Estimated fair values of assets acquired and liabilities assumed are generally based on available historical information, independent valuations or appraisals, future expectations, and assumptions determined to be reasonable but are inherently uncertain with respect to future events, including economic conditions, competition, the useful life of the acquired assets, and other factors. The company may refine the estimated fair values of assets acquired and liabilities assumed, if necessary, over a period not to exceed one year from the date of acquisition by taking into consideration new information that, if known at the date of acquisition, would have affected the estimated fair values ascribed to the assets acquired and liabilities assumed. The judgments made in determining the estimated fair value assigned to assets acquired and liabilities assumed, as well as the estimated useful life and depreciation or amortization method of each asset, can materially impact the net earnings of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. During the measurement period, any purchase price allocation changes that impact the carrying value of goodwill affects any measurement of goodwill impairment taken during the measurement period, if applicable. If necessary, purchase price allocation revisions that occur outside of the measurement period are recorded within cost of sales or selling, general and administrative expense within the Consolidated Statements of Earnings depending on the nature of the adjustment. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the company accounts for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35-day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis. Service revenue consists of hemp processing services provided by the Company to other hemp related entities. Services revenues are recorded when services are rendered. Freight billed to customers is included within sales on the consolidated statement of operations. The related freight charged to the Company is included within cost of revenues. Sales tax collected from customers is remitted to governmental authorities on a net basis. |
Cost of Revenues | Cost of Revenues The cost of revenues is the total cost incurred to obtain a sale, the cost of the goods sold, and costs related to the processing of hem for outside parties. The Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of revenues primarily consist of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products and durable medical goods. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Accounts receivables, net | Accounts receivables, net Trade receivables arise from granting credit to customers in the normal course of business, are unsecured and are presented net of an allowance for doubtful accounts. The allowance is based on a number of factors, including the length of time the receivable is past due, the Company’s previous loss history, the customer’s current ability to pay, and the general condition of the economy and industry as a whole. Depending on the customer, payment is due between 30 and 60 days after the customer receives an invoice. Certain receivables related to durable medical devices can have collection periods of 18 to 24 months due to the inherent nature of no-fault insurance claims. The Company has taken this into consideration when assessing receivables related to durable medical devices. Other accounts that are more than 45 days past due are individually analyzed for collectability. When all collection efforts have been exhausted, the accounts are written off. Historically, the Company has not suffered significant losses with respect to its trade receivables. |
Inventories | Inventories Inventories, which consist of purchased components for resale, are valued at the lower of average cost (which approximates the first-in, first-out method) and net realizable value. The Company reduces the carrying value of inventory for those items that are potentially excess, obsolete or slow-moving based on changes in customer demand, technology developments or other economic factors. |
Long-lived assets | Long-lived assets Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives. Definite-lived intangible assets arising from asset acquisitions include intellectual property, patents, trademarks, and certain hemp processing registrations. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows. The Company reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the asset or asset group is considered to be impaired, an impairment loss would be recorded to adjust the carrying amounts to the estimated fair value. No such impairment was recorded during the periods covered by this report. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
Leases | Leases The Company determines if an arrangement is or contains a lease at contract inception. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset. The Company does not have any finance leases. Operating leases are recorded in our consolidated balance sheets. Right-of-use (“ROU”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in our leases is not readily determinable, we use our incremental borrowing rate as the discount rate, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. As of December 31, 2022, our leases had remaining lease terms of up to 3 years, some of which included options to extend the lease for up to 14 years and options to terminate the lease within 1 year. Optional periods to extend the lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components, principally common area maintenance for our facilities leases, as a single lease component. In accordance with accounting requirements, leases with an initial term of 12 months or less are recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term. |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method pursuant to ASC Topic 740, Income Taxes The Company’s income tax provision or benefit includes U.S. federal, state and local income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzed various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, the impact of state and local income taxes, and its ability to use tax credits and net operating loss carryforwards. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 Under ASC 740, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local, and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. The Company’s income tax returns are subject to examination by federal and state authorities in accordance with prescribed statutes. |
Stock-based compensation | Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation ) Due to the limited trading history of the Company’s common stock, estimated volatility was based on a peer group of public companies and took into consideration the increased short-term volatility in historical data due to COVID-19. |
Net loss per common share | Net loss per common share Pursuant to ASC Topic 260, Earnings Per Share Diluted net loss per share is based on the weighted average number of shares outstanding during the periods plus the effect, if any, of the potential exercise or conversion of securities, such as warrants and restricted stock units that would cause the issuance of additional shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders during the periods listed in the consolidated statements of operations, the weighted average number of shares are the same for both basic and diluted net loss per share due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. An anti-dilutive impact is an increase in earnings per share or a decrease in net loss per share that would result from the conversion, exercise, or issuance of certain contingent securities. |
Concentration of business and credit risk | Concentration of business and credit risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Cash held by the Company, in financial institutions, may exceed the federally insured limit of $ 250,000 no No customer accounted for more than 10 |
Fair value of financial instruments | Fair value of financial instruments Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 ASC Topic 820, Fair Value Measurements and Disclosures ● Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. ● Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Assets measured at fair value on a non-recurring basis include goodwill, and tangible and intangible assets. Such assets are reviewed annually for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3). The carrying amounts of the Company’s financial instruments, which include accounts receivables, accounts payable and accrued expenses and debt at floating interest rates, approximate their fair values, principally due to their short-term nature, maturities or nature of interest rates. |
Advertising and vendor considerations | Advertising and vendor considerations Advertising costs are expensed as incurred. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Segment reporting | Segment reporting The Company operates as a single operating 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncement which became effective for the Company in 2021, and which did not have a material impact on its condensed consolidated financial statements: Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 In May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ASU No. 2021-04 was effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Entities were required to apply the amendments prospectively to modifications or exchanges that occurred on or after the effective date. ASU No. 2021-04 was effective for the Company on January 1, 2022. The adoption did not materially impact the Company’s financial condition or results as the Company’s treatment of such modifications were already consistent with the guidance in ASU 2021-04. |
Recently issued accounting standards | Recently issued accounting standards The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of changes in equity, statements of operations and statements of cash flows. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF CARRYING VALUE AND FAIR VALUE | The carrying value and fair value of the Company’s financial instruments are as follows: SCHEDULE OF CARRYING VALUE AND FAIR VALUE December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 203,043 $ 203,043 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ — $ — |
SCHEDULE OF FAIR VALUE ASSUMPTIONS | The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: SCHEDULE OF FAIR VALUE ASSUMPTIONS As of December 31, 2022 December 31, 2021 Stock price $ 1.30 N/A Exercise price $ 6.04 N/A Remaining term (in years) 0.46 N/A Volatility 159.00 % N/A Risk-free rate 3.99 % N/A Expected dividend yield — % — |
SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES | The warrant liabilities will be remeasured at each reporting period with changes in fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the warrant liabilities was as follows: SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES Warrant liabilities Estimated fair value at December 31, 2021 $ - Issuance of warrant liabilities 357,053 Change in fair value (154,010 ) Estimated fair value at December 31, 2022 $ 203,043 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Schedule of Inventories December 31, December 31, 2022 2021 Raw materials $ 829,844 $ 818,042 Finished goods 1,194,209 1,735,396 Total $ 2,024,053 $ 2,553,438 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of: Schedule of Property and Equipment December 31, December 31, 2022 2021 Furniture and fixtures $ 21,724 $ 21,727 Office equipment 12,378 12,378 Manufacturing equipment 6,766,208 7,018,522 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 7,603,608 7,855,922 Accumulated depreciation (2,171,251 ) (802,996 ) Net $ 5,432,357 $ 7,052,926 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of: Schedule of Intangible Assets December 31, December 31, 2022 2021 Technology, IP and patents $ 119,998 $ 418,003 Total 119,998 418,003 Accumulated amortization (12,854 ) (48,998 ) Intangible assets, net $ 107,144 $ 369,015 |
Schedule of Estimated Amortization Expenses | Amortization expense for each of the next five years ending and thereafter is estimated to be as follows: Schedule of Estimated Amortization Expenses Years ending December 31, 2023 $ 12,000 2024 12,000 2025 12,000 2026 12,000 2027 12,000 Thereafter 47,144 Total $ 107,144 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions December 31, 2022 December 31, 2021 Per share fair value at grant date $ 3.51 $ 8.02 Risk free interest rate 3.00 1.02 Expected volatility 226 % 201 % Dividend yield 0 % 0 % Expected life in years 5 5 |
Summary of Stock Options Activity | A summary of stock options activity for the year ended December 31, 2022 and 2021 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2021 79,147 $ 5.37 3.92 Granted 298,507 $ 6.30 4.61 Outstanding, December 31, 2021 377,654 $ 6.11 3.97 Granted 679,012 $ 2.86 4.02 Exercised - - - Forfeited - - - Expired - - - Outstanding and exercisable, December 31, 2022 1,056,666 $ 4.02 3.82 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision For Income Taxes | The provision for income taxes consisted of the following: Schedule of Provision For Income Taxes December 31, December 31, 2022 2021 State franchise tax $ 793 $ 1,075 |
Schedule of Provisions for (Benefits from) Income Taxes | The difference in the provision for income taxes and the amount computed by applying the statutory federal income tax rates consists of the following: Schedule of Provisions for (Benefits from) Income Taxes December 31, December 31, 2022 2021 Expected income tax benefit $ (3,042,141 ) $ (2,034,215 ) State franchise tax 793 1,075 Non-deductible stock-based compensation 942,867 252,205 Non-deductible stock-based interest 15,346 41,856 Increase in deferred income tax assets valuation allowance 2,083,928 1,740,154 Provision for income taxes $ 793 $ 1,075 |
Schedule of Deferred Income Tax Assets | Principal components of the Company’s deferred tax assets as of December 31, 2022 and December 31, 2021 were as follows: Schedule of Deferred Income Tax Assets December 31, December 31, 2022 2021 Net operating loss carryforward $ (5,755,437 ) $ (3,671,509 ) Valuation allowance 5,755,437 3,671,509 Net $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Maturities of Lease Liabilities | At December 31, 2022, the total future minimum lease payments were as follows: Schedule of Future Maturities of Lease Liabilities 2022 2023 $ 740,852 2024 469,818 Total future minimum lease payments $ 1,210,670 Less: Interest (120,394 ) Total present value of lease liabilities $ 1,090,276 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 73,194 | $ 449,001 |
Working capital | 3,281,494 | |
Net loss | $ 14,924,175 | $ 12,169,395 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 08, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Reverse stock split, description | the Company effected a 1-for-15 reverse stock split of the Company’s common stock, or the 2021 Reverse Stock Split. As a result of the 2021 Reverse Stock Split, every 15 shares of the Company’s pre-2021 Reverse Stock Split common stock were combined and reclassified into one share of the Company’s common stock. | |
Cash insured limit | $ 250,000 | |
Cash and cash equivalents | $ 0 | |
No Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10% |
SCHEDULE OF CARRYING VALUE AND
SCHEDULE OF CARRYING VALUE AND FAIR VALUE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 203,043 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 203,043 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details) | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 3.51 | $ 8.02 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term (in years) | 5 months 15 days | |
Warrant [Member] | Measurement Input, Stock Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 1.30 | |
Warrant [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 6.04 | |
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 159 | |
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 3.99 | |
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield |
SCHEDULE OF CHANGE IN FAIR VALU
SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Estimated fair value at December 31, 2021 | ||
Issuance of warrant liabilities | 357,053 | |
Change in fair value | (154,010) | |
Estimated fair value at December 31, 2022 | $ 203,043 |
Asset Acquisitions (Details Nar
Asset Acquisitions (Details Narrative) | 12 Months Ended | ||||||||||
Nov. 07, 2021 USD ($) | Aug. 13, 2021 USD ($) $ / shares | Aug. 12, 2021 USD ($) $ / shares | Mar. 17, 2021 USD ($) Integer | Mar. 16, 2021 USD ($) | Mar. 11, 2021 USD ($) | Feb. 22, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Oct. 31, 2022 | Sep. 30, 2022 | |
Consulting fees | $ 5,416,006 | $ 3,968,744 | |||||||||
Interest rate | 18% | 18% | |||||||||
Common stock, par value | $ / shares | $ 0 | $ 0 | |||||||||
President [Member] | Company's Incentive Stock Option Plan [Member] | |||||||||||
Stock bonus | $ 100,000 | ||||||||||
Lebsock Agreement [Member] | President [Member] | |||||||||||
Base salary per year | $ 120,000 | ||||||||||
Schlosser Agreement [Member] | |||||||||||
Consulting fees | $ 10,000 | ||||||||||
Equipment Acquisition Agreement [Member] | |||||||||||
Purchase price | $ 5,316,774 | ||||||||||
Long-term debt, gross | $ 1,250,000 | ||||||||||
Interest rate | 6% | ||||||||||
Debt monthly payments due | $ 100,000 | ||||||||||
Shares issued, price per share | $ / shares | $ 0.62 | ||||||||||
Debt instrument, description | 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 year ending December 31, 2022, the $1,750,000 of shares held in escrow were released and issued | ||||||||||
Equipment Acquisition Agreement [Member] | Common Stock [Member] | |||||||||||
Long-term debt, gross | $ 4,066,774 | ||||||||||
Asset Purchase Agreement [Member] | |||||||||||
Purchase price | $ 1,394,324 | ||||||||||
Long-term debt, gross | 498,259 | ||||||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | |||||||||||
Long-term debt, gross | $ 896,065 | ||||||||||
Common stock, par value | $ / shares | $ 0.62 | ||||||||||
Acquisition Agreement [Member] | Imbibe Health Solutions Asset Acquisition [Member] | |||||||||||
Payable in shares value | $ 102,502 | $ 102,501 | $ 17,498 | ||||||||
Maximum [Member] | |||||||||||
Debt monthly payments due | $ 2,917 | ||||||||||
Maximum [Member] | Asset Acquisition Agreement [Member] | Botanical Biotech, LLC [Member] | |||||||||||
Payments to Acquire Productive Assets | $ 355,057 | ||||||||||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 10 | ||||||||||
Maximum [Member] | Lebsock Agreement [Member] | President [Member] | |||||||||||
Percentage of annual increase | 3% |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 829,844 | $ 818,042 |
Finished goods | 1,194,209 | 1,735,396 |
Total | $ 2,024,053 | $ 2,553,438 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 21,724 | $ 21,727 |
Office equipment | 12,378 | 12,378 |
Manufacturing equipment | 6,766,208 | 7,018,522 |
Medical equipment | 776,396 | 776,396 |
Leasehold improvements | 26,902 | 26,902 |
Total | 7,603,608 | 7,855,922 |
Accumulated depreciation | (2,171,251) | (802,996) |
Net | $ 5,432,357 | $ 7,052,926 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,408,061 | $ 493,656 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Technology, IP and patents | $ 119,998 | $ 418,003 |
Total | 119,998 | 418,003 |
Accumulated amortization | (12,854) | (48,998) |
Intangible assets, net | $ 107,144 | $ 369,015 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 12,000 | |
2024 | 12,000 | |
2025 | 12,000 | |
2026 | 12,000 | |
2027 | 12,000 | |
Thereafter | 47,144 | |
Intangible assets, net | $ 107,144 | $ 369,015 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 26,906 | $ 48,689 |
Notes and Loans Payable (Detail
Notes and Loans Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Aug. 18, 2022 | Apr. 14, 2022 | Feb. 11, 2022 | Jan. 01, 2022 | Nov. 18, 2021 | Aug. 12, 2021 | Oct. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | May 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Nov. 17, 2022 | Oct. 14, 2022 | Aug. 24, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest rate | 18% | 18% | ||||||||||||||||||
Exercise price | $ 3.51 | $ 8.02 | ||||||||||||||||||
Debt instrument, face amount | $ 937,000 | |||||||||||||||||||
Purchase amount of future receivables | $ 450,000 | |||||||||||||||||||
Debt instrument, face amount | 65,000 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument periodic payment | 2,917 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument periodic payment | 453 | |||||||||||||||||||
Equipment Acquisition Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Total notes and loans payable | $ 1,250,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Debt instrument, face amount | 1,050,000 | |||||||||||||||||||
Debt instrument periodic payment | $ 100,000 | |||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Due within Six Months [Member] | Lender [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest rate | 16% | |||||||||||||||||||
Proceeds received from debt | $ 2,000,000 | |||||||||||||||||||
Unsecured promissory note | $ 175,000 | |||||||||||||||||||
Debt instrument, face amount | 175,000 | |||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Due within Three Months [Member] | Lender [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest rate | 16% | |||||||||||||||||||
Proceeds received from debt | $ 1,000,000 | |||||||||||||||||||
Unsecured promissory note | $ 250,000 | |||||||||||||||||||
Debt instrument, face amount | 250,000 | |||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Due on October 31, 2022 [Member] | Lender [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||
Unsecured promissory note | $ 115,000 | |||||||||||||||||||
Debt instrument, face amount | 115,000 | |||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Due on December 17, 2022 [Member] | Lender [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||
Unsecured promissory note | $ 200,000 | |||||||||||||||||||
Debt instrument, face amount | 200,000 | |||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Lender [Member] | Due within Twelve Months [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | 100,000 | |||||||||||||||||||
Proceeds received from debt | $ 3,000,000 | |||||||||||||||||||
Unsecured promissory note | $ 100,000 | |||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Due on October 31, 2022 [Member] | Lender [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||
Unsecured promissory note | $ 230,000 | |||||||||||||||||||
Debt instrument, face amount | 230,000 | |||||||||||||||||||
Common Stock [Member] | Equipment Acquisition Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Total notes and loans payable | $ 4,066,774 | |||||||||||||||||||
Empire Properties, LLC [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2022 | |||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Debt instrument, face amount | $ 52,319 | 52,319 | ||||||||||||||||||
Proceeds received from debt | $ 5,000,000 | |||||||||||||||||||
ASOP Note I [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Total notes and loans payable | $ 2,675,239 | |||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Number of shares issued | 228,419 | |||||||||||||||||||
Warrants to purchase common stock | 228,419 | |||||||||||||||||||
Exercise price | $ 6.75 | |||||||||||||||||||
Debt instrument, face amount | 2,400,997 | |||||||||||||||||||
ASOF Note I [Member] | Arena Special Opportunities Fund, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Number of shares issued | 8,755 | |||||||||||||||||||
Debt instrument, face amount | $ 102,539 | |||||||||||||||||||
Warrants exercise price | $ 6.75 | |||||||||||||||||||
Debt outstanding | 87,773 | |||||||||||||||||||
ASOF Note I [Member] | Arena Special Opportunities Fund, LP [Member] | Common Stock [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 8,755 | |||||||||||||||||||
ASOP Note II [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Number of shares issued | 101,978 | |||||||||||||||||||
Warrants to purchase common stock | 101,978 | |||||||||||||||||||
Debt instrument, face amount | $ 1,193,135 | |||||||||||||||||||
Warrants exercise price | $ 6.75 | |||||||||||||||||||
Debt outstanding | 1,073,250 | |||||||||||||||||||
ASOF Note II [Member] | Holders [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Repayments of related party debt | $ 300,000 | |||||||||||||||||||
Debt instrument, payment terms | The holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per extension. | |||||||||||||||||||
Repayments of related party debt additional, description | The Company has since elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. | |||||||||||||||||||
ASOF Note II [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||||
ASOF Note II [Member] | Arena Special Opportunities Fund, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Number of shares issued | 26,228 | |||||||||||||||||||
Warrants to purchase common stock | 26,228 | |||||||||||||||||||
Debt instrument, face amount | $ 306,865 | |||||||||||||||||||
Debt outstanding | 276,750 | |||||||||||||||||||
Tysadco Note [Member] | Tysadco Partners, LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Jul. 25, 2022 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Debt instrument, face amount | $ 450,000 | |||||||||||||||||||
Debt outstanding | 450,000 | |||||||||||||||||||
BL Note [Member] | Blue Lake Partners, LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Mar. 22, 2023 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Number of shares issued | 39,062 | |||||||||||||||||||
Warrants to purchase common stock | 39,062 | |||||||||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||||||||||
Warrants exercise price | $ 6.40 | |||||||||||||||||||
Debt outstanding | 250,000 | |||||||||||||||||||
MH Note [Member] | Mast Hill Fund, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Mar. 22, 2023 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Number of shares issued | 39,062 | |||||||||||||||||||
Warrants to purchase common stock | 39,062 | |||||||||||||||||||
Debt instrument, face amount | $ 350,000 | |||||||||||||||||||
Warrants exercise price | $ 6.40 | |||||||||||||||||||
Debt outstanding | 350,000 | |||||||||||||||||||
FM Note [Member] | Fourth Man, LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Apr. 22, 2023 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Number of shares issued | 23,437 | |||||||||||||||||||
Warrants to purchase common stock | 23,437 | |||||||||||||||||||
Debt instrument, face amount | $ 150,000 | |||||||||||||||||||
Warrants exercise price | $ 6.40 | |||||||||||||||||||
Debt outstanding | 150,000 | |||||||||||||||||||
Alumni Note [Member] | Alumni Capital, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Jun. 06, 2023 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Number of shares issued | 9,766 | |||||||||||||||||||
Warrants to purchase common stock | 9,766 | |||||||||||||||||||
Debt instrument, face amount | $ 62,500 | |||||||||||||||||||
Warrants exercise price | $ 6.40 | |||||||||||||||||||
Debt outstanding | 62,500 | |||||||||||||||||||
Tysadco Note II [Member] | Tysadco Partners, LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Dec. 07, 2022 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Debt instrument, face amount | $ 75,000 | |||||||||||||||||||
Debt outstanding | 75,000 | |||||||||||||||||||
Conversion price | $ 7.50 | |||||||||||||||||||
Weighted average price, rate | 75% | |||||||||||||||||||
Walleye Opportunities Master Fund Note [Member] | Walleye Opportunities Master Fund [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Aug. 30, 2023 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Number of shares issued | 71,296 | |||||||||||||||||||
Warrants to purchase common stock | 71,296 | |||||||||||||||||||
Debt instrument, face amount | $ 385,000 | |||||||||||||||||||
Warrants exercise price | $ 5.40 | |||||||||||||||||||
Debt outstanding | 385,000 | |||||||||||||||||||
Tysadco Note III [Member] | Tysadco Partners, LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Feb. 12, 2023 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Debt instrument, face amount | $ 110,000 | |||||||||||||||||||
Debt outstanding | 110,000 | |||||||||||||||||||
Tysadco Note IV [Member] | Tysadco Partners, LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Mar. 19, 2023 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Debt instrument, face amount | $ 65,000 | |||||||||||||||||||
Debt outstanding | 65,000 | |||||||||||||||||||
Tysadco Note V [Member] | Tysadco Partners, LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Mar. 19, 2023 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||||||||||||
Debt outstanding | $ 50,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | 12 Months Ended | |||
Feb. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 27, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of stock | 33,345 | |||
Commomn stock issued for asset acquisitions | 190,505 | 381,791 | ||
Common stock issued for property and equipment | 13,704 | |||
Common shares issued for services rendered | 1,270,616 | 157,115 | ||
Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during the period | 51,282 | |||
Common Stock One [Member] | ||||
Class of Stock [Line Items] | ||||
Commomn stock issued for asset acquisitions | 190,505 | |||
Common stock issued for property and equipment | 13,704 | |||
Common shares issued for services rendered | 1,270,616 | |||
Common shares issued for exercise of warrants | 18,227 | |||
Common shares issued for interest repayments | 10,150 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, voting rights | Each share of Series A Preferred Stock is convertible into 218 shares of CANB common stock and is entitled to 4,444 votes | |||
Number of convertible shares | 4,444 | |||
Conversion of stock | 15 | |||
Preferred stock shares authorized | 20 | 20 | ||
Preferred stock, par value | $ 0 | $ 0 | ||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, voting rights | The shares of Series B Preferred Stock have no voting rights | |||
Dividend, description | 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 | |||
Preferred stock shares authorized | 500,000 | 500,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of convertible shares | 1,667 | |||
Stock issued during the period | 1,077 | |||
Preferred stock shares authorized | 2,000 | 2,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Series D Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, voting rights | 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”) | Each share of Series D Preferred Stock has 667 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. | ||
Stock issued during the period | 2,050 | |||
Preferred stock shares authorized | 4,000 | 4,000 | 4,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Per share fair value at grant date | $ 3.51 | $ 8.02 |
Risk free interest rate | 3% | 1.02% |
Expected volatility | 226% | 201% |
Dividend yield | 0% | 0% |
Expected life in years | 5 years | 5 years |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Option shares, outstanding beginning | 377,654 | 79,147 | |
Weighted average exercise price, outstanding beginning | $ 6.11 | $ 5.37 | |
Weighted average remaining contractual life years, outstanding ending | 3 years 9 months 25 days | 3 years 11 months 19 days | 3 years 11 months 1 day |
Option shares, granted | 679,012 | 298,507 | |
Weighted average exercise price, granted | $ 2.86 | $ 6.30 | |
Weighted average remaining contractual life years, granted | 4 years 7 days | 4 years 7 months 9 days | |
Option shares, exercised | |||
Weighted average exercise price, exercised | |||
Option shares, forfeited | |||
Weighted average exercise price, forfeited | |||
Option shares, expired | |||
Weighted average exercise price, expired | |||
Option shares, outstanding ending | 1,056,666 | 377,654 | 79,147 |
Option shares, exercisable ending | 1,056,666 | ||
Weighted average exercise price, outstanding ending | $ 4.02 | $ 6.11 | $ 5.37 |
Weighted average exercise price, exercisable ending | $ 4.02 | ||
Weighted average remaining contractual life years, exercisable ending | 3 years 9 months 25 days |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Intrinsic value | $ 0 |
Share-Based Payment Arrangement, Expense | $ 2,371,819 |
Schedule of Provision For Incom
Schedule of Provision For Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
State franchise tax | $ 793 | $ 1,075 |
Schedule of Provisions for (Ben
Schedule of Provisions for (Benefits from) Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax benefit | $ (3,042,141) | $ (2,034,215) |
State franchise tax | 793 | 1,075 |
Non-deductible stock-based compensation | 942,867 | 252,205 |
Non-deductible stock-based interest | 15,346 | 41,856 |
Increase in deferred income tax assets valuation allowance | 2,083,928 | 1,740,154 |
Provision for income taxes | $ 793 | $ 1,075 |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ (5,755,437) | $ (3,671,509) |
Valuation allowance | 5,755,437 | 3,671,509 |
Net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 27,407,000 | |
Expiration beginning year | that begin to expire in 2025 | |
Uncertain tax positions | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Professional fees | $ 5,416,006 | $ 3,968,744 |
Due to directors | 295,243 | 218,273 |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Professional fees | 17,100 | $ 28,100 |
Due to directors | $ 295,243 |
Schedule of Future Maturities o
Schedule of Future Maturities of Lease Liabilities (Details) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 740,852 |
2024 | 469,818 |
Total future minimum lease payments | 1,210,670 |
Less: Interest | (120,394) |
Total present value of lease liabilities | $ 1,090,276 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 28, 2020 | Jul. 15, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Professional fees | $ 5,416,006 | $ 3,968,744 | ||
Rent expense | $ 768,829 | $ 614,779 | ||
Weighted average remaining lease term | 1 year 3 months 18 days | |||
Weighted average discount rate | 8.92% | |||
Series C Preferred Stock [Member] | ||||
Preferred stock, shares issued | 20 | 1,100 | 23 | |
Executive Employment Agreement [Member] | Series C Preferred Stock [Member] | ||||
Preferred stock, shares issued | 200 | |||
Investor Relations and Advisory Agreement [Member] | Initial 3 Months [Member] | Restricted Stock [Member] | ||||
Professional fees | $ 5,000 | |||
Investor Relations and Advisory Agreement [Member] | 4-6 Months [Member] | Restricted Stock [Member] | ||||
Professional fees | 6,250 | |||
Investor Relations and Advisory Agreement [Member] | 7 Months and After [Member] | Restricted Stock [Member] | ||||
Professional fees | $ 7,500 | |||
Pasquale Ferro [Member] | Executive Employment Agreement [Member] | ||||
Base salary per month | $ 15,000 | |||
Incentive stock option plan | 100,000 | |||
Philip Scala [Member] | Executive Employment Agreement [Member] | ||||
Employee cash compensation per month | $ 100,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Apr. 27, 2023 | Mar. 02, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2023 | Apr. 12, 2023 | Oct. 31, 2022 | Sep. 30, 2022 | Aug. 24, 2022 | |
Subsequent Event [Line Items] | |||||||||
Debt instrument face amount | $ 937,000 | ||||||||
Debt instrument interest rate stated percentage | 18% | 18% | |||||||
Stock issued during period value acquisitions | $ 1,767,498 | $ 3,453,014 | |||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period value acquisitions | 1,767,498 | $ 3,453,014 | |||||||
Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument periodic payment | 2,917 | ||||||||
Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument periodic payment | $ 453 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face amount | $ 1,250,000 | $ 852,000 | |||||||
Debt instrument interest rate stated percentage | 18% | ||||||||
Repayments of debt | 200,000 | ||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face amount | 150,000 | ||||||||
Line of credit | 50,000 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face amount | $ 62,500 | ||||||||
Subsequent Event [Member] | Investors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity method ownership percentage | 9.99% | ||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument interest rate stated percentage | 50% | ||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument interest rate stated percentage | 33% | ||||||||
Investor [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face amount | $ 227,941 | ||||||||
Debt instrument periodic payment | 232,500 | ||||||||
Debt instrument fee amount | $ 4,559 | ||||||||
Convertible conversion price | $ 4 | ||||||||
Debt instrument interest rate stated percentage | 135% | ||||||||
Debt instrument convertible percentage | 60% | ||||||||
Stock repurchased during period shares | 1,307,190 | ||||||||
Investor [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price | $ 5.40 | ||||||||
Investor [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price | $ 5.40 | ||||||||
Holder [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayments of debt | $ 232,500 | ||||||||
Holder [Member] | Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face amount | $ 435,000 | ||||||||
Holder [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face amount | $ 10,000 | ||||||||
Debt instrument interest rate stated percentage | 15% | ||||||||
Repayments of debt | $ 50,000 | ||||||||
Repayments of principal amount | 150,000 | ||||||||
Debt default longterm debt amount | 1,500,000 | ||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face amount | 1,823,529 | ||||||||
Debt instrument repurchase amount | $ 1,550,000 | ||||||||
Debt instrument interest rate percentage | 15% | ||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument interest rate percentage | 18% | ||||||||
Forbearance Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face amount | $ 3,877,000 | ||||||||
Forbearance Agreement [Member] | Subsequent Event [Member] | Duramed MILLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Notes payable | 5,700,000 | ||||||||
Stock issued during period value acquisitions | $ 1,500,000 |