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, 2024

☐ 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)

(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, 2024 is 54,584,230.

Can B Corp.

FORM 10-Q

March 31, 2024

TABLE OF CONTENTS

		Page
		No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets – March 31, 2024 and December 31, 2023	3
	Consolidated Statements of Operations – Three Months Ended March 31, 2024 and 2023	4
	Consolidated Statement of Stockholders’ Equity Three Months Ended March 31, 2024 and 2023	5
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2024 and 2023	6
	Condensed Notes to Unaudited Consolidated Financial Statements.	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	21
Item 4	Controls and Procedures.	21
	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	21
Item A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	23
Item 6.	Exhibits	23

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

INTRODUCTORY NOTE

The consolidated financial statements of Can B Corp. (the “Company”) and its subsidiaries included in this Report have not been reviewed by an independent registered public accounting firm as required by Regulation S-X. On May 3, 2024, the Securities and Exchange Commission (the “Commission’) issued an order providing that BF Borgers CPA PC (“BF Borgers”), the Company’s then independent registered public accounting firm, is currently not permitted to appear or practice before the Commission for reasons described in the Commission’s order. As a result, the Company dismissed BF Borgers as its independent registered public accounting firm effective May 6, 2024. The Company is in the process of engaging a new independent registered public accounting firm but as of the date of this Report such engagement had not been finalized.

Can B̅ Corp. and Subsidiaries

Consolidated Balance Sheets

	2024			2023
	(Unaudited and Not Reviewed)
	March 31,			December 31,
	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	26,582		$	34,006
Accounts receivable, less allowance for doubtful accounts of $2,818,395 and $2,818,395 respectively		3,599,026			3,723,344
Inventory		593,375			1,619,542
Note receivable		-			-
Prepaid expenses and other current assets		10,137			4,137
Total current assets		4,229,120			5,381,029

Other assets:
Deposits		235,787			235,418
Intangible assets, net		3,416			95,144
Property and equipment, net		649,079			4,106,283
Right of use assets, net		192,087			295,151
Other noncurrent assets		13,139			13,139
Total other assets		1,093,508			4,745,135

Total assets	$	5,322,259		$	10,126,164

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,264,972		$	1,945,243
Accrued expenses		-			-
Due to related party		366,243			357,243
Notes and loans payable, net		7,611,233			8,569,489
Warrant liabilities		1,766			1,766
Operating lease liability - current		150,679			254,391
Total current liabilities		10,394,893			11,128,132

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

Total liabilities	$	10,394,893		$	11,128,132

Commitments and contingencies (Note 11)		-			-

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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, respectively		4			4
Preferred stock, value
Common stock, no par value; 1,500,000,000 shares authorized, 44,798,583 and 5,381,976 issued and outstanding at March 31, 2024 and December 31, 2023, respectively		84,242,372			83,263,105
Common stock issuable, no par value; 36,248 shares at March 31, 2024 and December 31, 2023, respectively		119,586			119,586
Treasury stock		(572,678	)		(572,678	)
Additional paid-in capital		10,396,274			10,396,274
Accumulated deficit		(107,478,231	)		(102,428,298	)
Total stockholders’ equity		(5,072,634	)		(1,001,968	)

Total liabilities and stockholders’ equity	$	5,322,259		$	10,126,164

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Operations

	2024			2023
	Three Months Ended
	March 31,
	(Unaudited and Not Reviewed) 2024			2023
Revenues
Product sales	$	-		$	808,748
Service revenue		316,696			130,557
Total revenues		316,696			939,305
Cost of revenues		1,193,161			524,577
Gross profit		(876,465	)		414,727

Operating expenses		3,667,191			1,849,630

Loss from operations		(4,543,656	)		(1,434,903	)

Other income (expense):
Other income		-			-
Change in fair value of warrant liability		-			79,418
Gain on debt extinguishment		-			-
Interest expense		(506,182	)		(333,967	)
Other expense		(95	)		(39,990	)
Other expense		(506,277	)		(294,539	)

Loss before provision for income taxes		(5,049,933	)		(1,729,442	)

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

Net loss	$	(5,049,933	)	$	(1,739,038	)

Loss per share - basic and diluted	$	(0.13	)	$	(0.36	)
Weighted average shares outstanding - basic and diluted		38,973,748			4,896,524

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Stockholders’ Equity

Three Months Ended March 31, 2024 (Unaudited and Not Reviewed) and 2023

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
	Series A				Series B				Series C				Series D								Common		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, 2023		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		4,422,584	$	79,614,986	$	119,586		36,248	$	(572,678	)	$	8,006,822	$	(92,690,834	)	$	2,697,925

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		577,850		521,557		-		-		-			-		-			521,557

Warrants issued in connection with the issuance of convertible note		-		-		-		-		-		-		-		-		-		-		-		-		-			937,787		-			937,787

Issuance of common stock in lieu of interest payments		-		-		-		-		-		-		-		-		360,000		36,005		-		-		-			-		-			36,005

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-		(1,739,038	)		(1,739,038	)

Balance, March 31, 2023		5	$	5,320,000		-	$	-

SEC Form 10-Q filed by Can B Corp.