Item
1.01 Entry into a Material Definitive Agreement.
On
July 18, 2022, Imbibe Wellness Solutions, LLC (“Imbibe”), a subsidiary of Can B Corp., a Florida corporation (the “Company”),
entered into a definitive agreement (the “Agreement”) with Forever Brands, inc. (“Forever Brands”) for Imbibe to be the exclusive manufacturer, distributor, and direct to consumer seller of certain super food and related
nutritional products to be marketed under the Longevity by Brooke Burke trademarks and brand.
Imbibe
will engage Pure Health Products, LLC (“PHP”), another subsidiary of the Company, to produce the products under a non-exclusive
Private Label Manufacturing Agreement whereby PHP manufactures and ships products directly to Forever Brand’s customers.
Forever
Brands has entered into an Endorsement Agreement with Brooke Burke and her company, BB Body, Inc. to market, endorse and promote the
products in a monthly, online subscription model.
Imbibe’s
duties include:
(i)
management of the proceeds for sales revenues;
(ii)
provide suitable facilities for storage and distribution of products;
(iii)
shipment of products;
(iv)
notification to Forever Brands regarding regulations applicable to the products; and
(v)
obtain necessary regulatory approval, licenses and permits for the importation, marketing, distribution, sale and use of products and
operation of Imbibe’s business.
Forever
Brand’s responsibilities include:
(i)
marketing of the products;
(ii)
sales and promotion of the products;
(iii)
fulfillment of Endorsement Agreement terms and conditions with Brooke Burke and Forever Brands;
(iv)
web site development and marketing; and
(v)
customer service.
The
Agreement is for a term of three years, subject to certain termination provisions. The Agreement otherwise contains terms and conditions
the Company’s deems standard of deals of this type.
The
foregoing descriptions of definitive agreements are qualified in their entirety by the terms of the full text of the agreements, respectively,
attached hereto as exhibits.