Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 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 Common Stock, Shares Outstanding | 26,246,850 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 31,318 | $ 73,194 |
Accounts receivable, less allowance for doubtful accounts of $1,023,759 and $985,082, respectively | 6,612,539 | 6,586,210 |
Inventory | 959,706 | 2,024,053 |
Note receivable | ||
Prepaid expenses and other current assets | 29,139 | 21,024 |
Total current assets | 7,632,702 | 8,704,481 |
Other assets: | ||
Deposits | 235,787 | 165,787 |
Intangible assets, net | 98,144 | 107,144 |
Property and equipment, net | 4,453,317 | 5,432,357 |
Right of use assets, net | 642,341 | 1,136,883 |
Other noncurrent assets | 13,139 | 13,139 |
Total other assets | 5,442,728 | 6,855,310 |
Total assets | 13,075,430 | 15,559,791 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,047,337 | 3,322,108 |
Notes and loans payable, net | 7,841,799 | 7,951,196 |
Warrant liabilities | 22,575 | 203,043 |
Operating lease liability - current | 595,874 | 652,172 |
Total current liabilities | 12,855,828 | 12,423,762 |
Long-term liabilities: | ||
Notes and loans payable, net | ||
Operating lease liability - noncurrent | 438,104 | |
Total long-term liabilities | 438,104 | |
Total liabilities | 12,855,828 | 12,861,866 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Common stock, no par value; 1,500,000,000 shares authorized, 26,246,850 and 4,422,584 issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 82,678,638 | 79,614,986 |
Common stock issuable, no par value; 36,248 shares at September 30, 2023 and December 31, 2022, respectively | 119,586 | 119,586 |
Treasury stock | (572,678) | (572,678) |
Additional paid-in capital | 10,396,274 | 8,006,822 |
Accumulated deficit | (100,622,261) | (92,690,834) |
Total stockholders’ equity | 219,602 | 2,697,925 |
Total liabilities and stockholders’ equity | 13,075,430 | 15,559,791 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | 5,320,000 | 5,320,000 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | 2,900,039 | 2,900,039 |
Series D Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | 4 | 4 |
Related Party [Member] | ||
Current liabilities: | ||
Due to related party | $ 348,243 | $ 295,243 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 1,023,759 | $ 985,082 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 26,246,850 | 4,422,584 |
Common stock, shares outstanding | 26,246,850 | 4,422,584 |
Common stock issuable, no par value | $ 0 | $ 0 |
Common stock, issuable shares | $ 36,248 | $ 36,248 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20 | 20 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares issued | 5 | 5 |
Preferred stock, shares outstanding | 5 | 5 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 1,100 | 1,100 |
Preferred stock, shares outstanding | 1,100 | 1,100 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,000 | 4,000 |
Preferred stock, shares issued | 4,000 | 4,000 |
Preferred stock, shares outstanding | 4,000 | 4,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Total revenues | $ 418,957 | $ 2,888,124 | $ 1,778,855 | $ 6,019,446 |
Cost of revenues | 1,235,647 | 1,029,180 | 2,694,649 | 3,250,327 |
Gross profit | (816,690) | 1,858,944 | (915,794) | 2,769,119 |
Operating expenses | 2,761,523 | 8,686,912 | 5,918,933 | 14,347,703 |
Loss from operations | (3,578,213) | (6,827,968) | (6,834,727) | (11,578,584) |
Other income (expense): | ||||
Other income | 9 | |||
Change in fair value of warrant liability | 103,951 | 180,468 | 218,039 | |
Gain on debt extinguishment | ||||
Interest expense | (585,417) | (165,993) | (1,335,799) | (659,394) |
Other income (expense) | (1,747) | (3,975) | 68,227 | (4,820) |
Other income (expense) | (587,164) | (66,008) | (1,087,104) | (446,175) |
Loss before provision for income taxes | (4,165,377) | (6,893,976) | (7,921,831) | (12,024,759) |
Provision for income taxes | 9,596 | |||
Net loss | $ (4,165,377) | $ (6,893,976) | $ (7,931,427) | $ (12,024,759) |
Loss per share - basic | $ (0.36) | $ (1.98) | $ (1.08) | $ (3.56) |
Loss per share - dIluted | $ (0.36) | $ (1.98) | $ (1.08) | $ (3.56) |
Weighted average shares outstanding - basic | 11,589,937 | 3,488,903 | 7,358,006 | 3,378,577 |
Weighted average shares outstanding - diluted | 11,589,937 | 3,488,903 | 7,358,006 | 3,378,577 |
Product [Member] | ||||
Revenues | ||||
Total revenues | $ 196,082 | $ 2,629,636 | $ 1,259,972 | $ 4,855,293 |
Service [Member] | ||||
Revenues | ||||
Total revenues | $ 222,875 | $ 258,488 | $ 518,883 | $ 1,164,153 |
Consolidated Statement of Stock
Consolidated Statement 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, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 | 23 | 1,950 | 2,834,755 | 36,248 | |||||
Issuance of common stock for services rendered | $ 3,266,458 | 119,586 | 3,386,044 | |||||||
Issuance of common stock for services rendered, shares | 709,642 | |||||||||
Net loss | (12,024,759) | (12,024,759) | ||||||||
Issuance of preferred stock | $ 2,693,039 | $ 2 | 2,693,041 | |||||||
Issuance of preferred stock, shares | 1,077 | 2,050 | ||||||||
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 | |||||||||
Issuance of common stock for equipment | $ 98,666 | 98,666 | ||||||||
Issuance of common stock for equipment, shares | 13,704 | |||||||||
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 | ||||||||
Sale of common stock | $ 500,000 | 500,000 | ||||||||
Sale of common stock, shares | 51,282 | |||||||||
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 asset acquisition | $ 1,767,498 | 1,767,498 | ||||||||
Issuance of common stock for asset acquisition, shares | 190,505 | |||||||||
Stock-based compensation | 2,371,819 | 2,371,819 | ||||||||
Balance at Sep. 30, 2022 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 78,511,188 | 119,586 | $ (572,678) | 8,006,822 | (89,791,418) | 4,493,543 | |
Balance, shares at Sep. 30, 2022 | 5 | 0 | 1,100 | 4,000 | 3,861,610 | 36,248 | ||||
Balance at Jun. 30, 2022 | $ 5,320,000 | $ 207,000 | $ 2 | $ 77,256,363 | 119,586 | $ (572,678) | 6,206,822 | (82,897,442) | 5,639,653 | |
Balance, shares at Jun. 30, 2022 | 5 | 23 | 1,950 | 3,445,749 | 36,248 | |||||
Issuance of common stock for services rendered | $ 1,246,184 | 1,246,184 | ||||||||
Issuance of common stock for services rendered, shares | 397,634 | |||||||||
Stock-based compensation | 1,800,000 | 1,800,000 | ||||||||
Net loss | (6,893,976) | (6,893,976) | ||||||||
Issuance of preferred stock | $ 2,693,039 | $ 2 | 2,693,041 | |||||||
Issuance of preferred stock, shares | 1,077 | 2,050 | ||||||||
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 | |||||||||
Balance at Sep. 30, 2022 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 78,511,188 | 119,586 | $ (572,678) | 8,006,822 | (89,791,418) | 4,493,543 | |
Balance, shares at Sep. 30, 2022 | 5 | 0 | 1,100 | 4,000 | 3,861,610 | 36,248 | ||||
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 | 1,100 | 4,000 | 4,422,584 | 36,248 | |||||
Issuance of common stock for services rendered | $ 917,694 | 917,694 | ||||||||
Issuance of common stock for services rendered, shares | 2,732,360 | |||||||||
Issuance of common stock for purchase of inventory | $ 175,500 | 175,500 | ||||||||
Issuance of common stock for purchase of inventory, shares | 675,000 | |||||||||
Issuance of common stock or legal settlement | $ 7,792 | 7,792 | ||||||||
Issuance of common stock for legal settlement, shares | 45,835 | |||||||||
Issuance of common stock in lieu of note repayments | $ 1,029,942 | 1,029,942 | ||||||||
Issuance of common stock in lieu of note repayments, shares | 8,795,461 | |||||||||
Issuance of common stock for for wages and salaries | $ 589,216 | 589,216 | ||||||||
Issuance of common stock for for wages and salaries, shares | 6,940,118 | |||||||||
Issuance of common stock in lieu of interest payments | $ 296,633 | 296,633 | ||||||||
Issuance of common stock in lieu of interest payments, shares | 2,510,492 | |||||||||
Stock-based compensation | 1,451,665 | 1,451,665 | ||||||||
Net loss | (7,931,427) | (7,931,427) | ||||||||
Issuance of common stock resulting from the exercise of warrants | ||||||||||
Issuance of common stock for equipment | $ 46,875 | 46,875 | ||||||||
Issuance of common stock for equipment, shares | 125,000 | |||||||||
Warrants issued in connection with the issuance of convertible note | 937,787 | 937,787 | ||||||||
Balance at Sep. 30, 2023 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 82,678,638 | 119,586 | $ (572,678) | 10,396,274 | (100,622,261) | 219,602 | |
Balance, shares at Sep. 30, 2023 | 5 | 1,100 | 4,000 | 26,246,850 | 36,248 | |||||
Balance at Jun. 30, 2023 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 80,300,211 | 119,586 | $ (572,678) | 8,944,609 | (96,456,884) | 554,887 | |
Balance, shares at Jun. 30, 2023 | 5 | 1,100 | 4,000 | 5,700,792 | 36,248 | |||||
Issuance of common stock for services rendered | $ 321,887 | 321,887 | ||||||||
Issuance of common stock for services rendered, shares | 2,004,510 | |||||||||
Issuance of common stock for purchase of inventory | $ 175,500 | 175,500 | ||||||||
Issuance of common stock for purchase of inventory, shares | 675,000 | |||||||||
Issuance of common stock or legal settlement | $ 7,792 | 7,792 | ||||||||
Issuance of common stock for legal settlement, shares | 45,835 | |||||||||
Issuance of common stock in lieu of note repayments | $ 1,029,942 | 1,029,942 | ||||||||
Issuance of common stock in lieu of note repayments, shares | 8,795,461 | |||||||||
Issuance of common stock for for wages and salaries | $ 589,216 | 589,216 | ||||||||
Issuance of common stock for for wages and salaries, shares | 6,940,118 | |||||||||
Issuance of common stock in lieu of interest payments | $ 254,090 | 254,090 | ||||||||
Issuance of common stock in lieu of interest payments, shares | 2,085,134 | |||||||||
Stock-based compensation | 1,451,665 | 1,451,665 | ||||||||
Net loss | (4,165,377) | (4,165,377) | ||||||||
Balance at Sep. 30, 2023 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 82,678,638 | $ 119,586 | $ (572,678) | $ 10,396,274 | $ (100,622,261) | $ 219,602 | |
Balance, shares at Sep. 30, 2023 | 5 | 1,100 | 4,000 | 26,246,850 | 36,248 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net loss | $ (7,931,427) | $ (12,024,759) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,451,665 | 5,064,860 |
Stock-based wages and salaries | 589,216 | |
Depreciation | 1,040,915 | 1,061,549 |
Amortization of intangible assets | 9,000 | 23,906 |
Amortization of original-issue-discounts | 522,274 | 324,987 |
Bad debt expense | 38,631 | 316,136 |
Impairment of intangible assets | 252,462 | |
Loss on sale of property and equipment | 309,000 | |
Cancellation of debt | (110,000) | |
Change in fair value of warrant liability | (180,468) | (218,039) |
Stock-based interest expense | 296,633 | 73,078 |
Stock-based consulting expense | 917,694 | 3,386,044 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (64,960) | (3,706,157) |
Inventory | 1,239,847 | 294,424 |
Prepaid expenses | (8,115) | (14,210) |
Operating lease right-of-use asset | 140 | (26,536) |
Accounts payable and accrued expenses | 733,022 | 1,462,301 |
Net cash used in operating activities | (1,455,933) | (3,420,954) |
Investing activities: | ||
Purchase of property and equipment | (15,000) | |
Deposits paid | (70,000) | |
Net cash used in investing activities | (85,000) | |
Financing activities: | ||
Net proceeds received from notes and loans payable | 2,255,000 | 2,854,853 |
Proceeds from sale of common stock | 500,000 | |
Repayments of notes and loans payable | (630,943) | (347,693) |
Deferred financing costs | (178,000) | (77,706) |
Amounts received from/repaid to related parties, net | 53,000 | 76,970 |
Net cash provided by financing activities | 1,499,057 | 3,006,424 |
Decrease in cash and cash equivalents | (41,876) | (414,530) |
Cash and cash equivalents, beginning of period | 73,194 | 449,001 |
Cash and cash equivalents, end of period | 31,318 | 34,471 |
Supplemental Cash Flow Information: | ||
Income taxes paid | ||
Interest paid | 72,346 | |
Non-cash Investing and Financing Activities: | ||
Issuance of common stock in lieu of repayment of notes payable | 1,029,942 | |
Issuance of common stock in asset acquisitions | 1,767,498 | |
Issuance of common stock for property and equipment | 46,875 | |
Debt discount associated with warrant liability | 273,529 | 357,049 |
Conversion of Series A Preferred stock to common stock | ||
Issuance of common stock resulting from exercise of warrants | 8,641 | |
Issuance of common stock warrants in connection with convertible promissory note | $ 937,787 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
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 is in a gray area and considered a potential loophole at this point due to the 2018 hemp bill. The Company formed Nascent Pharma, LLC in July 2023 to acquire and exploit certain patents. The Company has a 67% interest in Nascent Pharma, LLC. 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 devices. 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 | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern The condensed consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of September 30, 2023, the Company had cash and cash equivalents of $ 31,318 5,195,758 7,931,427 12,024,759 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 compared to the prior three independent operating facilities. The Company expects to have the consolidated operation fully operational by the end of fiscal 2023. 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 | 9 Months Ended |
Sep. 30, 2023 | |
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 Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2022 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2022 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2022 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Significant Accounting Policies The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2022 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 Segment reporting As of September 30, 2023, the Company reports operating results and financial data in one Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 22,575 $ 22,575 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 203,043 $ 203,043 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 September 30, 2023 December 31, 2022 Stock price $ 0.07 $ 1.30 Exercise price $ 6.40 $ 6.40 Remaining term (in years) 3.75 0.46 Volatility 171.8 % 159 % Risk-free rate 4.6 % 3.99 % Expected dividend yield — % — % Warrant measurement input — % — % The warrant liabilities will be remeasured at each reporting period with changes in fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the warrant liabilities was as follows: Schedule of Changes 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 (218,039 ) Estimated fair value at September 30, 2022 $ 130,373 Estimated fair value at December 31, 2022 $ 203,043 Change in fair value (180,468 ) Estimated fair value at September 30, 2023 $ 22,575 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 – Inventories Inventories consist of: Schedule of Inventories September 30, December 31, 2023 2022 Raw materials $ 447,206 $ 829,844 Finished goods 512,500 1,194,209 Total $ 959,706 $ 2,024,053 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment consist of: Schedule of Property And Equipment September 30, December 31, 2023 2022 Furniture and fixtures $ 21,724 $ 21,724 Office equipment 12,378 12,378 Manufacturing equipment 6,828,083 6,766,208 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 7,665,483 7,603,608 Accumulated depreciation (3,212,166 ) (2,171,251 ) Net $ 4,453,317 $ 5,432,357 Depreciation expense related to property and equipment was $ 1,040,915 1,061,549 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7 – Intangible Assets Intangible assets consist of: Schedule of Intangible Assets September 30, December 31, 2023 2022 Technology, IP and patents $ 119,998 $ 119,998 Total 119,998 119,998 Accumulated amortization (21,854 ) (12,854 ) Intangible Assets,Net $ 98,144 $ 107,144 Amortization expense was $ 9,000 23,906 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements June 30, 2023 Amortization expense for the balance of 2023, and for each of the next five years and thereafter is estimated to be as follows: Schedule of Estimated Amortization Expenses three months ended December 31, 2023 $ 3,000 Fiscal year 2024 12,000 Fiscal year 2025 12,000 Fiscal year 2026 12,000 Fiscal year 2027 12,000 Thereafter 47,144 Intangible assets, net $ 98,144 |
Notes and Loans Payable
Notes and Loans Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes and Loans Payable | Note 8 – Notes and Loans Payable Convertible Promissory Notes In December 2020, the Company entered into a convertible promissory note (“ASOP Note I”) with Arena Special Opportunities Partners I, LP (“ASOP”). The original principal amount of the note was $ 2,675,239 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 original principal amount of the note was $ 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 original principal amount of the note was $ 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 original principal amount of the note was $ 306,865 January 31, 2022 12 26,228 26,228 6.75 276,750 The maturity dates for the above notes were extended to April 30, 2022 on April 14, 2022 in exchange for the Company’s promise to pay the holders $ 300,000 The holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per extension. The holders also waived certain defaults under the notes. The Company subsequently elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 On January 1, 2022, the Company entered into a convertible promissory note (“Empire Note”) with Empire Properties, LLC (“Empire”). The original principal amount of the note was $ 52,319 December 31, 2022 5,000,000 8 52,319 In March 2022, the Company entered into a convertible promissory note (“BL Note”) with Blue Lake Partners, LLC (“BL”). The original principal amount of the note was $ 250,000 March 22, 2023 12 39,062 39,062 6.40 66,667 50 33 102,623 In March 2022, the Company entered into a convertible promissory note (“MH Note”) with Mast Hill Fund, LP (“MH”). The original principal amount of the note was $ 350,000 March 22, 2023 12 39,062 39,062 6.40 93,333 50 33 256,667 In April 2022, the Company entered into a convertible promissory note (“FM Note”) with Fourth Man, LLC (“FM”). The original principal amount of the note was $ 150,000 April 22, 2023 12 23,437 23,437 6.40 40,000 50 33 th 110,000 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 In June 2022, the Company entered into a convertible promissory note (“Alumni Note”) with Alumni Capital, LP (“Alumni”). The original principal amount of the note was $ 62,500 June 6, 2023 12 9,766 9,766 6.40 62,500 In August 2022, the Company entered into a convertible promissory note (“WN”) with Walleye Opportunities Master Fund Ltd. (“WOMF”). The original principal amount of the note was $ 385,000 August 30, 2023 12 71,296 71,296 5.40 385,000 In January 2023 the Company entered into a convertible promissory note (“Tysadco Note VI”) with Tysadco Partners, LLC (“Tysadco”). The original principal amount of the note was $ 100,000 April 12, 2023 12 752,000 130,000 1,007,500 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 10 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 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 .0772 4.00 90 4.00 If the Company receives cash proceeds from any source, including payments from customers or from the issuance of equity or debt, WOMF can require the Company to apply 100% of such proceeds to the repayment of the Note. If the Company completes a placement of securities, WOMF will have the right to accept such new securities in lieu of the Note and Warrant. For so long as the Note is outstanding, if the Company issues a security or amends the terms of a security issued before the issue date of the Note, and WOMF believes that terms of the new or amended security are more favorable to the holder than the terms provided to WOMF, WOMF may require that such terms become part of WOMF’s transaction documents with the Company. In the event of a default under the Note, the Company shall be required to pay WOMF an amount equal to the amount determined by multiplying the principal amount then outstanding plus default interest by 135 60 WOMF has been granted a right of first refusal to participate in future financing transactions conducted by the Company. As additional consideration for the purchase of the Note, the Company issued WOMF a warrant (the “Warrant”) to purchase 1,307,190 90 5.40 5.40 The Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission to register the shares of common stock issuable upon the conversion of the Note and the exercise of the Warrant for public resale. The Company filed the registration statement on May 12, 2023 and it was declared effective on May 22, 2023. WOMF has also been granted piggyback registration rights with respect to the shares of common stock issuable upon the conversion of the Note and the exercise of the Warrant. Each of the Note and Warrant grants full ratchet anti-dilution protection to WOMF in the event that the Company issues common stock or rights to purchase common stock at a price less than the conversion or exercise price then in effect. In May 2023, the Company issued a promissory note to WOMF in the principal amount of $ 437,500 350,000 20 40 18 256,893 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 Forbearance and Amendment of Outstanding Notes Contemporaneous with the sale of the Note and Warrant to WOMF, ASOP and ASOF (collectively, “Arena”), who hold promissory notes with an unpaid principal balance of approximately $ 3,877,000 The Forbearance Agreement requires the Company and/or Company’s subsidiaries, Duramed, Inc. and Duramed MI, LLC (together the “Duramed Subsidiaries ”) 5,700,000 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 WOMF, certain terms of certain promissory notes previously issued by the Company were amended, including the following: ● in consideration of an increase in the aggregate principal amount by $ 10,000 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 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 1,460,948 Other Loans On November 18, 2021, the Company entered into a $ 100,000 10 3,000,000 no Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 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 95,000 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 On October 14, 2022, the Company entered into a $ 115,000 18 65,000 On October 14, 2022, the Company entered into a $ 230,000 18 no On November 17, 2022, the Company entered into a $ 200,000 18 125,000 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9 – Stockholders’ Equity Preferred Stock Each share of Series A Preferred Stock is convertible into 218 pari passu pari passu Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day The shares of Series B Preferred Stock have no voting rights. Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of the Company’s common stock. Each Preferred Series C share is convertible into 1,667 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 has 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”). Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 10 – Stock Options A summary of stock options activity for the nine months ended September 30, 2023 is as follows: Summary of Stock Option Activity Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2023 1,056,666 $ 4.02 3.58 Granted 11,166,655 0.12 4.88 Exercised - - - Forfeited - - - Expired - - - Outstanding, September 30, 2023 12,223,331 $ 3.08 3.89 Stock-based compensation expense related to stock options during the nine months ended September 30, 2023 and 2022 was $ 1,451,665 2,371,819 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – Income Taxes The Company’s income tax provisions for the three and nine months ended September 30, 2023 and 2022 reflect the Company’s estimates of the effective rates expected to be applicable for the respective full years, adjusted for any discrete events, which are recorded in the period that they occur. These estimates are reevaluated each quarter based on the Company’s estimated tax expense for the full year. The estimated effective tax rate includes the impact of valuation allowances in various jurisdictions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions For the nine months ended September 30, 2022, the Company incurred fees to a service provider that is a relative of a director for professional services in the amount of $ 13,100 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies Lease Agreements The Company leases office space in numerous medical facilities offices under month-to-month agreements. Rent expense for the nine months ended September 30, 2023 and 2022 was $ 292,873 595,104 At September 30, 2023, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future maturities of Lease Liabilities three months ended December 31, 2023 $ 185,557 Fiscal year 2024 469,818 Total future Lease Payment $ 655,375 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements are issued and as of that date. There were no subsequent events that required adjustment or disclosure in the consolidated financial statements except as follows: On October 27, 2023, the Company completed the sale of a promissory note (the “Initial Note”) in the principal amount of $ 156,250 125,000 20 18 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 WOMF may elect to convert the principal amount of the Initial Note and default interest, if any, subject to adjustment at a price equal to 90 WOMF and/or investors introduced by WOMF may purchase up to an additional $ 1,693,750 In addition to the principal and interest payment obligations under the Notes, the Company has agreed to pay and/or cause its newly formed 70% owned subsidiary, Nascent Pharma, LLC (“Nascent”,) to pay WOMF fifteen percent (15%) of all amounts that would otherwise be distributable to the Company by Nascent until WOMF receives distributions in the aggregate amount that equal the sum of (a) 200% of the purchase price of notes previously issued by the Company to WOMF plus (b) 200% of the principal amount of certain notes previously issued by the Company and acquired by WOMF from a third party plus (c) 100% of the purchase price of Notes purchased pursuant to the Stock Purchase Agreement; provided, however, if WOMF and/or other investors purchase $ 1,875,000 In the event of a default under a Note, the Company shall be required to pay the holder of the Note an amount equal to the amount determined by multiplying the principal amount of the Note then outstanding plus default interest by 135 60 WOMF has been granted a right of first refusal to participate in future financing transactions conducted by the Company. The Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission by December 11, 2023 to register for public resale the shares of common stock issuable upon the conversion of the Note and a consolidated note issued to WOMF in the principal amount of $ 1,354,210 the Company will be required to make a payment of 2% of the amount then owed under the Note and the Consolidated Note for each 30 day period after the applicable deadline that the Company does not file the registration statement or the registration statement is not declared effective. The Initial Note contains and the New Notes will contain a provision which provides that the holder will not be converted if the conversion would result in the holder becoming the beneficial owner of more than 9.99 In July 2023, the Company moved its Pure Health Products operations from Lacey, Washington to Colorado. In November 2023, the Company’s wholly owned subsidiary, Pure Health Products, LLC, ceased manufacturing the Brook Burke Body, Inc. (“BBB”) Longevity Superfood drink mix product for shipment to Forever Brands’ customers due to the termination of the agreement between BBB and Forever Brands. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2022 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2022 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2022 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2022 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2023 |
Segment reporting | Segment reporting As of September 30, 2023, the Company reports operating results and financial data in one |
Reclassifications | Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 22,575 $ 22,575 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 203,043 $ 203,043 |
Schedule of Fair Value Assumptions | Schedule of Fair Value Assumptions As of September 30, 2023 December 31, 2022 Stock price $ 0.07 $ 1.30 Exercise price $ 6.40 $ 6.40 Remaining term (in years) 3.75 0.46 Volatility 171.8 % 159 % Risk-free rate 4.6 % 3.99 % Expected dividend yield — % — % Warrant measurement input — % — % |
Schedule of Changes in Fair Value of the Warrant Liabilities | Schedule of Changes 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 (218,039 ) Estimated fair value at September 30, 2022 $ 130,373 Estimated fair value at December 31, 2022 $ 203,043 Change in fair value (180,468 ) Estimated fair value at September 30, 2023 $ 22,575 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Schedule of Inventories September 30, December 31, 2023 2022 Raw materials $ 447,206 $ 829,844 Finished goods 512,500 1,194,209 Total $ 959,706 $ 2,024,053 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property And Equipment | Property and equipment consist of: Schedule of Property And Equipment September 30, December 31, 2023 2022 Furniture and fixtures $ 21,724 $ 21,724 Office equipment 12,378 12,378 Manufacturing equipment 6,828,083 6,766,208 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 7,665,483 7,603,608 Accumulated depreciation (3,212,166 ) (2,171,251 ) Net $ 4,453,317 $ 5,432,357 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of: Schedule of Intangible Assets September 30, December 31, 2023 2022 Technology, IP and patents $ 119,998 $ 119,998 Total 119,998 119,998 Accumulated amortization (21,854 ) (12,854 ) Intangible Assets,Net $ 98,144 $ 107,144 |
Schedule of Estimated Amortization Expenses | Amortization expense for the balance of 2023, and for each of the next five years and thereafter is estimated to be as follows: Schedule of Estimated Amortization Expenses three months ended December 31, 2023 $ 3,000 Fiscal year 2024 12,000 Fiscal year 2025 12,000 Fiscal year 2026 12,000 Fiscal year 2027 12,000 Thereafter 47,144 Intangible assets, net $ 98,144 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock options activity for the nine months ended September 30, 2023 is as follows: Summary of Stock Option Activity Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2023 1,056,666 $ 4.02 3.58 Granted 11,166,655 0.12 4.88 Exercised - - - Forfeited - - - Expired - - - Outstanding, September 30, 2023 12,223,331 $ 3.08 3.89 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future maturities of Lease Liabilities | At September 30, 2023, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future maturities of Lease Liabilities three months ended December 31, 2023 $ 185,557 Fiscal year 2024 469,818 Total future Lease Payment $ 655,375 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash and cash equivalents | $ 31,318 | $ 31,318 | $ 73,194 | ||
Working capital | 5,195,758 | 5,195,758 | |||
Net loss | $ 4,165,377 | $ 6,893,976 | $ 7,931,427 | $ 12,024,759 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Schedule of Carrying Value and
Schedule of Carrying Value and Fair Value (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities | $ 22,575 | $ 203,043 | $ 130,373 | |
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 | $ 22,575 | $ 203,043 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term (in years) | 3 years 9 months | 5 months 15 days |
Warrant [Member] | Measurement Input Stock Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 0.07 | $ 1.30 |
Warrant [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 6.40 | $ 6.40 |
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant measurement input | 171.8 | 159 |
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant measurement input | 4.6 | 3.99 |
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant measurement input |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Estimated fair value, beginning | $ 203,043 | |||
Issuance of warrant liabilities | 357,053 | |||
Change in fair value | $ (103,951) | (180,468) | (218,039) | |
Estimated fair value, ending | $ 22,575 | $ 130,373 | $ 22,575 | $ 130,373 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 447,206 | $ 829,844 |
Finished goods | 512,500 | 1,194,209 |
Total | $ 959,706 | $ 2,024,053 |
Schedule of Property And Equipm
Schedule of Property And Equipment (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 21,724 | $ 21,724 |
Office equipment | 12,378 | 12,378 |
Manufacturing equipment | 6,828,083 | 6,766,208 |
Medical equipment | 776,396 | 776,396 |
Leasehold improvements | 26,902 | 26,902 |
Total | 7,665,483 | 7,603,608 |
Accumulated depreciation | (3,212,166) | (2,171,251) |
Net | $ 4,453,317 | $ 5,432,357 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,040,915 | $ 1,061,549 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Technology, IP and patents | $ 119,998 | $ 119,998 |
Total | 119,998 | 119,998 |
Accumulated amortization | (21,854) | (12,854) |
Intangible Assets,Net | $ 98,144 | $ 107,144 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
three months ended December 31, 2023 | $ 3,000 | |
Fiscal year 2024 | 12,000 | |
Fiscal year 2025 | 12,000 | |
Fiscal year 2026 | 12,000 | |
Fiscal year 2027 | 12,000 | |
Thereafter | 47,144 | |
Intangible Assets,Net | $ 98,144 | $ 107,144 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 9,000 | $ 23,906 |
Notes and Loans Payable (Detail
Notes and Loans Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Mar. 02, 2023 | Feb. 27, 2023 | Aug. 18, 2022 | Apr. 14, 2022 | Feb. 11, 2022 | Jan. 01, 2022 | Nov. 18, 2021 | Aug. 12, 2021 | May 31, 2023 | Jan. 31, 2023 | Aug. 31, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | May 31, 2021 | Dec. 31, 2020 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 17, 2022 | Oct. 14, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 95,000 | $ 95,000 | ||||||||||||||||||||
Purchase amount of future receivables | $ 450,000 | |||||||||||||||||||||
Stock issued during period value acquisitions | $ 1,767,498 | |||||||||||||||||||||
Repayments of debt | $ 630,943 | 347,693 | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Number of shares issued | 6,940,118 | 6,940,118 | ||||||||||||||||||||
Stock issued during period value acquisitions | $ 1,767,498 | |||||||||||||||||||||
Forbearance Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 3,877,000 | |||||||||||||||||||||
Equipment Acquisition Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Total notes and loans payable | $ 1,250,000 | |||||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||||
Debt instrument, face amount | $ 1,460,948 | $ 1,460,948 | ||||||||||||||||||||
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 | 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 | |||||||||||||||||||||
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 | 65,000 | 65,000 | ||||||||||||||||||||
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 | 125,000 | 125,000 | ||||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Lender [Member] | Due within Twelve Months [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | 0 | 0 | ||||||||||||||||||||
Proceeds received from debt | $ 3,000,000 | |||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||
Unsecured promissory note | $ 100,000 | |||||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Due on October 31, 2022 [Member] | Lender [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||||
Unsecured promissory note | $ 230,000 | |||||||||||||||||||||
Debt instrument, face amount | $ 0 | 0 | ||||||||||||||||||||
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 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Interest rate | 135% | |||||||||||||||||||||
Debt instrument convertible percentage | 60% | |||||||||||||||||||||
Stock repurchased during period shares | 1,307,190 | |||||||||||||||||||||
Percentage of volume weighted average price | 90% | |||||||||||||||||||||
Investor [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Exercise price | $ 5.40 | |||||||||||||||||||||
Investor [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||||
Investor [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Exercise price | $ 5.40 | |||||||||||||||||||||
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 principal reduction payment | $ 52,319 | |||||||||||||||||||||
Debt instrument, face amount | $ 52,319 | |||||||||||||||||||||
Proceeds received from debt | $ 5,000,000 | |||||||||||||||||||||
WOMF [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 1,250,000 | |||||||||||||||||||||
WOMF [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument principal reduction payment | $ 227,941 | |||||||||||||||||||||
Debt instrument, face amount | 1,823,529 | |||||||||||||||||||||
Debt instrument purchase amount | $ 1,550,000 | |||||||||||||||||||||
Original debt, interest rate | 15% | |||||||||||||||||||||
Debt instrument periodic payment | $ 232,500 | |||||||||||||||||||||
Redemption fee | $ 4,559 | |||||||||||||||||||||
Revenue, percentage | 10% | |||||||||||||||||||||
WOMF [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Conversion price per share | $ 4 | $ 0.0772 | $ 0.0772 | |||||||||||||||||||
Debt instrument convertible percentage | 90% | |||||||||||||||||||||
WOMF [Member] | Minimum [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Conversion price per share | $ 4 | |||||||||||||||||||||
WOMF [Member] | Holder [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||||
Debt instrument, face amount | $ 10,000 | |||||||||||||||||||||
Repayments of principal amount | 150,000 | |||||||||||||||||||||
Repayments of debt | 50,000 | |||||||||||||||||||||
Debt default longterm debt amount | 1,500,000 | |||||||||||||||||||||
Duramed MI, LLC [Member] | Forbearance Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of debt | 5,700,000 | |||||||||||||||||||||
Proceeds from collection of notes receivable | 5,700,000 | |||||||||||||||||||||
Stock issued during period value acquisitions | 1,500,000 | |||||||||||||||||||||
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 principal reduction payment | $ 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 | |||||||||||||||||||||
Warrants to purchase common stock | 8,755 | |||||||||||||||||||||
Debt instrument principal reduction payment | 87,773 | |||||||||||||||||||||
Debt instrument, face amount | $ 102,539 | |||||||||||||||||||||
Exercise price | $ 6.75 | |||||||||||||||||||||
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 principal reduction payment | 1,073,250 | |||||||||||||||||||||
Debt instrument, face amount | $ 1,193,135 | |||||||||||||||||||||
Exercise price | $ 6.75 | |||||||||||||||||||||
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. The holders also waived certain defaults under the notes. | |||||||||||||||||||||
Repayments of related party debt additional, description | The Company subsequently 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 Fund, LP [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||
Number of shares issued | 26,228 | |||||||||||||||||||||
Warrants to purchase common stock | 26,228 | |||||||||||||||||||||
Debt instrument principal reduction payment | 276,750 | |||||||||||||||||||||
Debt instrument, face amount | $ 306,865 | |||||||||||||||||||||
Exercise price | $ 6.75 | |||||||||||||||||||||
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 principal reduction payment | 102,623 | |||||||||||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||||||||||||
Exercise price | $ 6.40 | |||||||||||||||||||||
Repayments of debt | $ 66,667 | |||||||||||||||||||||
BL Note [Member] | Blue Lake Partners, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, percentage | 50% | |||||||||||||||||||||
BL Note [Member] | Blue Lake Partners, LLC [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, percentage | 33% | |||||||||||||||||||||
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 principal reduction payment | 256,667 | |||||||||||||||||||||
Debt instrument, face amount | $ 350,000 | |||||||||||||||||||||
Exercise price | $ 6.40 | |||||||||||||||||||||
Repayments of debt | $ 93,333 | |||||||||||||||||||||
MH Note [Member] | Mast Hill Fund, LP [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, percentage | 50% | |||||||||||||||||||||
MH Note [Member] | Mast Hill Fund, LP [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, percentage | 33% | |||||||||||||||||||||
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 principal reduction payment | 110,000 | |||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | |||||||||||||||||||||
Exercise price | $ 6.40 | |||||||||||||||||||||
Repayments of debt | $ 40,000 | |||||||||||||||||||||
FM Note [Member] | Fourth Man, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, percentage | 50% | |||||||||||||||||||||
FM Note [Member] | Fourth Man, LLC [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, percentage | 33% | |||||||||||||||||||||
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 principal reduction payment | 62,500 | |||||||||||||||||||||
Debt instrument, face amount | $ 62,500 | |||||||||||||||||||||
Exercise price | $ 6.40 | |||||||||||||||||||||
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 principal reduction payment | 385,000 | |||||||||||||||||||||
Debt instrument, face amount | $ 385,000 | |||||||||||||||||||||
Exercise price | $ 5.40 | |||||||||||||||||||||
Tysadco Note VI [Member] | Tysadco Partners, LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, maturity date | Apr. 12, 2023 | |||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||
Number of shares issued | 130,000 | |||||||||||||||||||||
Debt instrument principal reduction payment | 1,007,500 | |||||||||||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||||||||||||
Debt exchange amount | $ 752,000 | |||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument principal reduction payment | $ 256,893 | |||||||||||||||||||||
Debt instrument, face amount | $ 437,500 | |||||||||||||||||||||
Debt Instrument, percentage | 18% | |||||||||||||||||||||
Purchase amount of future receivables | $ 350,000 | |||||||||||||||||||||
Debt instrument discount percentage | 20% | |||||||||||||||||||||
Debt instrument, interest rate | 40% | |||||||||||||||||||||
Promissory Note [Member] | WOMF [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | |||||||||||||||||||||
Line of credit | $ 50,000 | |||||||||||||||||||||
Promissory Note [Member] | WOMF [Member] | Holder [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||||
Debt instrument, face amount | $ 435,000 | |||||||||||||||||||||
Repayments of debt | $ 232,500 | |||||||||||||||||||||
Debt instrument, interest rate | 15% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | 9 Months Ended | |||
Feb. 08, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 27, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock voting rights | Each share of Series A Preferred Stock is convertible into | |||
Preferred Stock, share | 218 | |||
Preferred stock shares authorized | 20 | 20 | ||
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 or stated value per share | $ 0.001 | $ 0.001 | ||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares issued upon conversion | 1,667 | |||
Preferred stock shares authorized | 2,000 | 2,000 | ||
Preferred stock par or stated value per share | $ 0.001 | $ 0.001 | ||
Series D Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock voting rights | Each Series D Preferred Share has 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”). | |||
Preferred stock shares authorized | 4,000 | 4,000 | 4,000 | |
Preferred stock par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Option shares, outstanding beginning | 1,056,666 | |
Weighted average exercise price, exercisable beginning | $ 4.02 | |
Weighted average remaining contractual life years, exercisable ending | 3 years 10 months 20 days | 3 years 6 months 29 days |
Option shares, granted | 11,166,655 | |
Weighted average exercise price, granted | $ 0.12 | |
Weighted average remaining contractual life years, outstanding granted | 4 years 10 months 17 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 | 12,223,331 | |
Weighted average exercise price, exercisable ending | $ 3.08 | $ 4.02 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Share based compensation | $ 1,451,665 | $ 2,371,819 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Director [Member] | |
Related Party Transaction [Line Items] | |
Professional fees | $ 13,100 |
Schedule of Future maturities o
Schedule of Future maturities of Lease Liabilities (Details) | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
three months ended December 31, 2023 | $ 185,557 |
Fiscal year 2024 | 469,818 |
Total future Lease Payment | $ 655,375 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 292,873 | $ 595,104 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 27, 2023 | Mar. 02, 2023 | Sep. 30, 2023 |
Subsequent Event [Line Items] | |||
Principal amount | $ 95,000 | ||
Investor [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument convertible percentage | 60% | ||
Debt instrument interest rate stated percentage | 135% | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 1,354,210 | ||
Percentage of outstanding common stock | 9.99% | ||
Stock Purchase Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 1,875,000 | ||
Debt instrument description | In addition to the principal and interest payment obligations under the Notes, the Company has agreed to pay and/or cause its newly formed 70% owned subsidiary, Nascent Pharma, LLC (“Nascent”,) to pay WOMF fifteen percent (15%) of all amounts that would otherwise be distributable to the Company by Nascent until WOMF receives distributions in the aggregate amount that equal the sum of (a) 200% of the purchase price of notes previously issued by the Company to WOMF plus (b) 200% of the principal amount of certain notes previously issued by the Company and acquired by WOMF from a third party plus (c) 100% of the purchase price of Notes purchased pursuant to the Stock Purchase Agreement; provided, however, if WOMF and/or other investors purchase $1,875,000 aggregate principal amount of Notes pursuant to the Stock Purchase Agreement, the obligation to pay 100% of the purchase price of the Notes shall be increased to 200% of the purchase price of such Notes. | ||
Initial Note [Member] | Stock Purchase Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 156,250 | ||
Debt instrument purchase amount | $ 125,000 | ||
Original debt, interest rate | 20% | ||
Debt instrument convertible percentage | 60% | ||
Debt instrument interest rate stated percentage | 135% | ||
Initial Note [Member] | Stock Purchase Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument convertible percentage | 90% | ||
Initial Note [Member] | Stock Purchase Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument interest rate percentage | 18% | ||
Notes [Member] | Subsequent Event [Member] | Investor [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 1,693,750 | ||
Consolidated Note [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument periodic payment | the Company will be required to make a payment of 2% of the amount then owed under the Note and the Consolidated Note for each 30 day period after the applicable deadline that the Company does not file the registration statement or the registration statement is not declared effective. |