The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 13470W103
|
|
13G
|
|
Page 2 of 12 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Partners I, LLC
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
606,153 (1)
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
606,153 (1)
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,153 (1)
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
(1)
|
As more fully described in
Item 4, includes shares of Common Stock that are issuable upon conversion of convertible notes and/or exercise of warrants.
The convertible notes and warrants are each subject to a 9.99% beneficial ownership blocker and the percentage set
forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blockers as
more fully described herein.
|
CUSIP No. 13470W103
|
|
13G
|
|
Page 3 of 12 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Fund, LP
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
606,153 (1)
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
606,153 (1)
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,153 (1)
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
(1)
|
As more fully described in
Item 4, includes shares of Common Stock that are issuable upon conversion of convertible notes and/or exercise of warrants.
The convertible notes and warrants are each subject to a 9.99% beneficial ownership blocker and the percentage set
forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blockers as
more fully described herein.
|
CUSIP No. 13470W103
|
|
13G
|
|
Page 4 of 12 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Partners (Onshore) GP, LLC
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
606,153 (1)
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
606,153 (1)
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,153 (1)
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
(1)
|
As more fully described in
Item 4, includes shares of Common Stock that are issuable upon conversion of convertible notes and/or exercise of warrants.
The convertible notes and warrants are each subject to a 9.99% beneficial ownership blocker and the percentage set
forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blockers as
more fully described herein.
|
CUSIP No. 13470W103
|
|
13G
|
|
Page 5 of 12 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Fund (Onshore) GP, LLC
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
606,153 (1)
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
606,153 (1)
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,153 (1)
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
(1)
|
As more fully described in
Item 4, includes shares of Common Stock that are issuable upon conversion of convertible notes and/or exercise of warrants.
The convertible notes and warrants are each subject to a 9.99% beneficial ownership blocker and the percentage set
forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blockers as
more fully described herein.
|
CUSIP No. 13470W103
|
|
13G
|
|
Page 6 of 12 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Investors, LP
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
606,153 (1)
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
606,153 (1)
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,153 (1)
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
IA
|
|
|
|
(1)
|
As more fully described in
Item 4, includes shares of Common Stock that are issuable upon conversion of convertible notes and/or exercise of warrants.
The convertible notes and warrants are each subject to a 9.99% beneficial ownership blocker and the percentage set
forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blockers as
more fully described herein.
|
CUSIP No. 13470W103
|
|
13G
|
|
Page 7 of 12 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Investors GP, LLC
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
606,153 (1)
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
606,153 (1)
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,153 (1)
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
(1)
|
As
more fully described in Item 4, includes shares of Common Stock that are issuable upon conversion of convertible notes
and/or exercise of warrants. The convertible notes and warrants are each subject to a 9.99% beneficial ownership blocker
and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect
to such blockers as more fully described herein.
|
CUSIP No. 13470W103
|
|
13G
|
|
Page 8 of 12 Pages
|
Item 1(a). Name of Issuer:
The name of the issuer is Can B Corp. (the
“Issuer”)
Item 1(b). Address of Issuer’s Principal
Executive Offices:
The Issuer’s principal executive offices
are located at 960 South Broadway, Suite 120, Hicksville, NY 11801.
Item 2(a). Names of Persons Filing:
This statement is filed by the entities
and persons listed below, who are collectively referred to herein as “Reporting Person,” with respect to the shares
of Common Stock (as defined in Item 2(d) below) of the Issuer:
Arena Funds
(i) Arena
Special Opportunities Partners I, LP (the “Partners Fund”).
(ii) Arena
Special Opportunities Fund, LP (the “Opportunities Fund” and collectively with the Partners Fund, the “Arena
Funds”).
Investment Manager
(iii) Arena
Investors, LP (the “Investment Manager”), who serves as investment manager for the Arena Funds.
Reporting Entities
(iv) Arena
Special Opportunities Partners (Onshore) GP, LLC, who serves as the general partner for the Partners Fund (the (“Partners
Fund General Partner”);
(v) Arena Investors GP, LLC, who serves
as the general partner for the Investment Manager (the (“Manager General Partner”); and
(vi) Arena Special Opportunities Fund (Onshore)
GP, LLC, who serves as the general partner for the Opportunities Fund (the “General Partner” and together with the
Partners Fund General Partner and the Manager General Partner, the “Reporting Entities”).
Item 2(b). Address of Principal Business
Office or, if none, Residence:
The principal business address of each
of the Reporting Persons is 405 Lexington Avenue, 59th Floor, New York, New York 10174.
Item 2(c). Citizenship:
Citizenship
is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d). Title of Class of Securities:
common stock, no par value per share (the
“Common Stock”)
Item 2(e). CUSIP Number:
13470W103
CUSIP No. 13470W103
|
|
13G
|
|
Page 9 of 12 Pages
|
Item 3. If This Statement
is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
The information as
of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 –
11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
On
December 10, 2020, the Issuer consummated a private placement (the “Private Placement”) with the Arena Funds pursuant
to which the Arena Funds purchased an aggregate principal amount of $2,777,778 original issue discount senior secured convertible
notes for an aggregate purchase price of $2,500,000 (the “Notes”). The Notes will be convertible at the option
of the holder at any time into shares of Common Stock at an initial conversion price equal to $0.39, subject to adjustment. In
connection with the Purchase Agreement, the Arena Funds also received 409,417 shares of Common Stock and a warrant to purchase
up to 3,557,605 shares of common stock at an exercise price of $0.45 per share, subject to adjustment (“Warrants”).
Pursuant to the terms of the Notes and Warrants, the Arena Funds cannot convert the Notes
and/or exercise the Warrants to the extent the Arena Funds, together with its affiliates and other attribution parties, would beneficially
own, after any such conversion and/or exercise, more than 9.99% of the outstanding shares of Common Stock (the “Blockers”).
As of close of business
on December 23, 2020, each of the Reporting Persons may have been deemed to have beneficial ownership of 606,153 shares of
Common Stock which consists of (i) 409,417 shares of Common Stock held by the Arena
Funds, (ii) 196,736 shares of Common Stock issuable upon partial conversion of the Notes. All such shares of Common Stock
in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 5,458,888 shares of Common
Stock issued and outstanding as of December 3, 2020, as represented by the Issuer in the Private Placement, plus (2) 409,417 shares
of Common Stock issued at the closing of the transaction contemplated by the Private Placement, and (3) 196,736
shares of Common Stock issuable upon partial conversion of the Notes held by the Arena Funds. The foregoing excludes
(a) 6,918,474 shares of Common Stock issuable upon conversion the
Notes held by the Arena Funds because of the Blockers and (b) 3,557,605 shares
of Common Stock issuable upon exercise of the Warrants held by the Arena Funds because of the Blockers.
The Investment Manager,
is the investment manager of the Arena Funds. The Manager General Partner, is the general partner of the Investment Manager. The
General Partner is the general partner of the Opportunities Fund. The Partners Fund General Partner is the general partner of the
Partners Fund. As a result of the foregoing, the Investment Manager and the Reporting Entities
may be deemed to be beneficial owners of securities of the Issuer directly held by the Arena Funds, and may be deemed to have the
power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
Each Reporting Person
declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is,
for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered
by this statement. Pursuant to Rule 13d-4 of the Act, each of the Investment Manager and the Reporting Entities disclaim beneficial
ownership of the shares of Common Stock of the Issuer held directly by Arena Funds.
CUSIP No. 13470W103
|
|
13G
|
|
Page 10 of 12 Pages
|
Item 5. Ownership of Five Percent
or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☐.
Item 6. Ownership of More
than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and
Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution
of Group.
Not applicable.
Item 10. Certification.
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
CUSIP No. 13470W103
|
|
13G
|
|
Page 11 of 12 Pages
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 29, 2020
|
ARENA SPECIAL OPPORTUNITIES PARTNERS I, LP
|
|
By: Arena Special Opportunities Partners (Onshore) GP, LLC, its General Partner
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA SPECIAL OPPORTUNITIES FUND LP
|
|
By: Arena Special Opportunities Fund (Onshore) GP, LLC, its General Partner
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA INVESTORS LP
|
|
By: Arena Investors GP, LLC, its General Partner
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA SPECIAL OPPORTUNITIES PARTNERS (ONSHORE) GP, LLC
|
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA SPECIAL OPPORTUNITIES FUND (ONSHORE) GP, LLC
|
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA INVESTORS GP, LLC
|
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
CUSIP No. 13470W103
|
|
13G
|
|
Page 12 of 12 Pages
|
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE
13d-1(k)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts
shall together constitute one and the same instrument.
Date: December 29, 2020
|
ARENA SPECIAL OPPORTUNITIES PARTNERS I, LP
|
|
By: Arena Special Opportunities Partners (Onshore) GP, LLC, its General Partner
|
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA SPECIAL OPPORTUNITIES FUND LP
|
|
By: Arena Special Opportunities Fund (Onshore) GP, LLC, its General Partner
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA INVESTORS LP
|
|
By: Arena Investors GP, LLC, its General Partner
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA SPECIAL OPPORTUNITIES PARTNERS (ONSHORE) GP, LLC
|
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA SPECIAL OPPORTUNITIES FUND (ONSHORE) GP, LLC
|
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
ARENA INVESTORS GP, LLC
|
|
|
|
|
/s/ Lawrence Cutler
|
|
Name:
|
Lawrence Cutler
|
|
Title:
|
Authorized Signatory
|