UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2023

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

For the transition period from __________ to __________

COMMISSION FILE NUMBER: 000-55753

Can B Corp.

(Exact name of registrant as specified in its charter)

Florida

20-3624118

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

960 South Broadway, Suite 120

Hicksville, NY 11801

(Address of principal executive offices)

516-595-9544

(Registrant’s telephone number, including area code)

Canbiola, Inc.

(Former name, former address and former fiscal, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of the registrant’s only class of common stock issued and outstanding as of May 19, 2023 is 5,381,976.

Can B Corp.

FORM 10-Q

March 31, 2023

TABLE OF CONTENTS

		Page
		No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets – March 31, 2021 and December 31, 2022	3
	Consolidated Statements of Operations – Three Months Ended March 31, 2023 and 2022	4
	Consolidated Statement of Stockholders’ Equity Three Months Ended March 31, 2023 and 2022	5
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2023 and 2022	6
	Condensed Notes to Unaudited Consolidated Financial Statements.	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	20
Item 4	Controls and Procedures.	20
	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	20
Item A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

Can B̅ Corp. and Subsidiaries

Consolidated Balance Sheets


	(Unaudited)
	March 31,			December 31,
	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	196,248		$	73,194
Accounts receivable, less allowance for doubtful accounts of $1,071,393 and $985,082, respectively		6,892,514			6,586,210
Inventory		2,032,175			2,024,053
Note receivable		-			-
Prepaid expenses and other current assets		28,472			21,024
Total current assets		9,149,409			8,704,481

Other assets:
Deposits		235,787			165,787
Intangible assets, net		104,144			107,144
Property and equipment, net		5,100,470			5,432,357
Right of use assets, net		974,230			1,136,883
Other noncurrent assets		13,139			13,139
Total other assets		6,427,770			6,855,310

Total assets	$	15,577,179		$	15,559,791

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,248,723		$	3,140,408
Accrued expenses		181,844			181,700
Due to related party		330,243			295,243
Notes and loans payable, net		8,310,743			7,951,196
Warrant liabilities		123,625			203,043
Operating lease liability - current		652,172			652,172
Total current liabilities		12,847,350			12,423,762

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

Total liabilities	$	13,122,943		$	12,861,866

Commitments and contingencies (Note 14)		-			-

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

Total liabilities and stockholders’ equity	$	15,577,179		$	15,559,791

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Operations


	Three Months Ended
	March 31,
	2023			2022
Revenues
Product sales	$	808,748		$	1,310,396
Service revenue		130,557			549,924
Total revenues		939,305			1,860,320
Cost of revenues		524,577			1,190,330
Gross profit		414,727			669,990

Operating expenses		1,849,630			3,861,997

Loss from operations		(1,434,903	)		(3,192,007	)

Other income (expense):
Other income		-			-
Change in fair value of warrant liability		79,418			29,337
Gain on debt extinguishment		-			-
Interest expense		(333,967	)		(322,227	)
Other expense		(39,990	)		-
Other expense		(294,539	)		(292,890	)

Loss before provision for income taxes		(1,729,442	)		(3,484,897	)

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

Net loss	$	(1,739,038	)	$	(3,484,897	)

Loss per share - basic and diluted	$	(0.36	)	$	(1.10	)
Weighted average shares outstanding - basic and diluted		4,896,524			3,154,004

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Stockholders’ Equity

Three Months Ended March 31, 2023 and 2022


	Series A				Series B				Series C				Series D								Common		Treasury					Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Stock		Stock					Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
Three months ended March 31, 2023

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

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		130,825		928,929		119,586		-		-			-		-			1,102,515

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

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

SEC Form 10-Q filed by Can B Corp.