Item
1.01 Entry into a Material Definitive Agreement.
TWS
Agreement
On
August 12, 2021, Can B̅ Corp. (the “Company” or “CANB”) and CO Botanicals LLC, a Nevada limited liability
company and wholly owned subsidiary of CANB (“COB”) entered into an Equipment Acquisition Agreement (the “TWS Agreement”)
with TWS Pharma, LLC, a Wisconsin limited liability company (“TWS Pharma”) and L7 TWS Pharma, LLC, a Wisconsin limited liability
company (“L7 TWS” and, collectively with TWS Pharma, “TWS”). Pursuant to the TWS Agreement, COB agreed to purchase
certain equipment and inventory from TWS (the “TWS Assets”) for a total purchase price equal to $5,316,774, with $1,250,000
payable via a 12-month promissory note issued by CANB to TWS Pharma with 6% simple interest and monthly payments of $100,000 due per
month (the “TWS Note”), and $4,066,774 payable in shares of the Company’s common stock valued at $0.62 per share (the
“TWS Shares”); provided, however, that $1,750,000 of the TWS Shares will be withheld in escrow for a period of ninety (90)
days from the closing date, which will be deducted from the purchase price should CANB discover any defects or misrepresentations. The
first $500,000 of payments of the TWS Note will be secured by 1,000,000 shares of CANB’s common stock to be held in escrow.
It
should be noted that $250,000 of the TWS Shares will be issued to third parties to pay the remaining purchase price owed by TWS for purchase
of some of the TWS Assets and in settlement of any claims such third parties may have against TWS relating to the TWS Assets. It should
also be noted that, due to a scrivener’s error, the TWS Agreement says that TWS is to receive a total of $3,800,000 in TWS Shares
directly, but the correct number should be $3,816,774.
TWS
agreed to indemnify and hold COB harmless from and against any damages relating to TWS’ breach of any representations or warranties
contained in the TWS Agreement, any misrepresentation by TWS in the TWS Agreement, and any liabilities or third party claims relating
to TWS or the TWS Assets prior to closing. COB also agreed to indemnify and hold TWS harmless from and against any damages relating to
COB’s breach of any representations or warranties contained in the TWS Agreement, any misrepresentation by COB in the TWS Agreement,
and any third party claims relating to COB’s ownership of the TWS Assets after closing. The transactions contemplated by the TWS
Agreement closed on August 12, 2021.
MCB
Agreement
On
August 13, 2021 the Company and TN Botanicals LLC, a Nevada limited liability company and wholly owned subsidiary of CANB (“TNB”)
entered into an Asset Purchase Agreement (the “MCB Agreement”) with Music City Botanicals, LLC, a Wisconsin limited liability
company (“MCB”) pursuant to which TNB agreed to purchase certain equipment, inventory, and intellectual property from MCB
(the “MCB Assets”) for a total purchase price equal to $1,394,324, with $498,259 payable in cash and $896,065 payable in
shares of the Company’s common stock valued at $0.62 per share (the “MCB Shares”).
MCB
agreed to indemnify and hold TNB harmless from and against any damages relating to MCB’s breach of any representations or warranties
contained in the MCG Agreement, any misrepresentation by MCB in the MCB Agreement, and any liabilities or third party claims relating
to MCB or the MCB Assets prior to closing. TNB also agreed to indemnify and hold MCB harmless from and against any damages relating to
TNB’s breach of any representations or warranties contained in the MCG Agreement and any misrepresentation by TNB in the MCB Agreement.
The transactions contemplated by the MCB Agreement closed on August 13, 2021.
The
TWS Agreement and MCB Agreement contain other representations and warranties common with these types of transactions. The foregoing descriptions
of the TWS Agreement and MCB Agreement are qualified in their entirety by the terms of the full text of the TWS Agreement and MCB Agreement,
respectively, attached hereto as exhibits.