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
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13G
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Page 2 of 10 Pages
|
1.
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Partners I, LP
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
|
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
501,761 (1)
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
501,761 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,761 (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)
PN
|
|
|
(1) 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 (5), (7) and (9) give effect to such blockers.
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CUSIP No. 13470W103
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13G
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Page 3 of 10 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) x
|
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
409,358 (1)
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
409,358 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,358 (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)
7.7%
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
(1) Includes shares of Common Stock that are issuable upon conversion of convertible notes and/or exercise of warrants.
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CUSIP No. 13470W103
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13G
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Page 4 of 10 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) x
|
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
501,761 (1)
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
501,761 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,761 (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) 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 (5), (7) and (9) give effect to such blockers.
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CUSIP No. 13470W103
|
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13G
|
|
Page 5 of 10 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) x
|
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
409,358 (1)
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
409,358 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,358 (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)
7.7%
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
(1) Includes shares of Common Stock that are issuable upon conversion of convertible notes and/or exercise of warrants.
|
CUSIP No. 13470W103
|
|
13G
|
|
Page 6 of 10 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) x
|
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
500,083 (1)
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
500,083 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,083 (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, PN
|
|
|
(1) 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 (5), (7) and (9) give effect to such blockers.
|
CUSIP No. 13470W103
|
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13G
|
|
Page 7 of 10 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) x
|
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
500,083 (1)
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
500,083 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,083 (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) 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 (5), (7) and (9) give effect to such blockers.
|
CUSIP No. 13470W103
|
|
13G
|
|
Page 8 of 10 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 Arena
Funds, the Partners Fund General Partner, the Investment Manager, 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 10 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, which information remains accurate as of the date of filing of
this Schedule 13G/A, 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.
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.
The above percentages
of beneficial ownership are based on 4,915,173 shares of Common Stock outstanding as of November 9, 2020, as reported by the Issuer
in its Form 10-Q filed on November 16, 2020.
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 10 of 10 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: February 16, 2021
|
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
|