Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 30, 2023

☐ 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 August 18, 2023 is 9,613,869.

Can B Corp.

FORM 10-Q

June 30, 2023

TABLE OF CONTENTS

		Page
		No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets – June 30, 2023 and December 31, 2022	3
	Consolidated Statements of Operations – Three and Six Months Ended June 30, 2023 and 2022	4
	Consolidated Statement of Stockholders’ Equity Three and Six Months Ended June 30, 2023 and 2022	5
	Consolidated Statements of Cash Flows – Six Months Ended June 30, 2023 and 2022	7
	Condensed Notes to Unaudited Consolidated Financial Statements.	8
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	22
Item 6.	Exhibits	22

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

Can B̅ Corp. and Subsidiaries

Consolidated Balance Sheets

	(Unaudited)
	June 30,			December 31,
	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	123,445		$	73,194
Accounts receivable, less allowance for doubtful accounts of $1,046,152 and $985,082, respectively		6,719,147			6,586,210
Inventory		1,553,802			2,024,053
Note receivable		-			-
Prepaid expenses and other current assets		29,138			21,024
Total current assets		8,425,532			8,704,481

Other assets:
Deposits		235,787			165,787
Intangible assets, net		101,144			107,144
Property and equipment, net		4,801,541			5,432,357
Right of use assets, net		1,004,100			1,136,883
Other noncurrent assets		13,139			13,139
Total other assets		6,155,711			6,855,310

Total assets	$	14,581,243		$	15,559,791

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,678,899		$	3,140,408
Accrued expenses		405,489			181,700
Due to related party		339,243			295,243
Notes and loans payable, net		8,622,515			7,951,196
Warrant liabilities		22,575			203,043
Operating lease liability - current		652,172			652,172
Total current liabilities		13,720,893			12,423,762

Long-term liabilities:
Notes and loans payable, net		-			-
Operating lease liability - noncurrent		305,463			438,104
Total long-term liabilities		305,463			438,104

Total liabilities	$	14,026,356		$	12,861,866

Commitments and contingencies (Note 14)		-

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 June 30, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022, respectively		4			4
Preferred stock, value		4			4
Common stock, no par value; 1,500,000,000 shares authorized, 5,700,792 and 4,422,584 issued and outstanding at June 30, 2023 and December 31, 2022, respectively		80,300,211			79,614,986
Common stock issuable, no par value; 36,248 shares at June 30, 2023 and December 31, 2022, respectively		119,586			119,586
Treasury stock		(572,678	)		(572,678	)
Additional paid-in capital		8,944,609			8,006,822
Accumulated deficit		(96,456,884	)		(92,690,834	)
Total stockholders’ equity		554,887			2,697,925

Total liabilities and stockholders’ equity	$	14,581,243		$	15,559,791

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Operations


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Revenues
Product sales	$	255,142		$	915,261		$	1,063,890		$	2,225,657
Service revenue		165,451			355,741			296,008			905,665
Total revenues		420,593			1,271,002			1,359,898			3,131,322
Cost of revenues		934,425			1,030,817			1,459,002			2,221,147
Gross profit		(513,832	)		240,185			(99,104	)		910,175

Operating expenses		1,307,780			1,798,794			3,157,410			5,660,791

Loss from operations		(1,821,611	)		(1,558,609	)		(3,256,514	)		(4,750,616	)

Other income (expense):
Other income		-			-			-			-
Change in fair value of warrant liability		101,050			84,751			180,468			114,088
Gain on debt extinguishment		-			-			-			-
Interest expense		(416,415	)		(171,173	)		(750,382	)		(493,401	)
Other income (expense)		109,964			(855	)		69,974			(854	)
Other income (expense)		(205,401	)		(87,277	)		(499,940	)		(380,167	)

Loss before provision for income taxes		(2,027,013	)		(1,645,886	)		(3,756,454	)		(5,130,783	)

Provision for income taxes		-			-			9,596			-

Net loss	$	(2,027,013	)	$	(1,645,886	)	$	(3,766,050	)	$	(5,130,783	)

Loss per share - basic and diluted	$	(0.37	)	$	(0.49	)	$	(0.72	)	$	(1.57	)
Weighted average shares outstanding - basic and diluted		5,553,317			3,370,110			5,227,618			3,262,791

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Stockholders’ Equity

Three Months Ended June 30, 2023 and 2022


	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 June 30, 2023

Balance, April 1, 2023		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		5,360,434	$	80,172,548	$	119,586		36,248	$	(572,678	)	$	8,944,609	$	(94,429,872	)	$	2,454,236

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		150,000		74,250		-		-		-			-		-			74,250

Issuance of common stock for purchase of equipment		-		-		-		-		-		-		-		-		125,000		46,875		-		-		-			-		-			46,875

Sale of common stock		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-			-

Issuance of common stock in lieu of interest payments		-		-		-		-		-		-		-		-		65,358		6,538		-		-		-			-		-			6,538

Net loss		-		-		-		-		-		-		-		-		-		-				-		-			-		(2,027,013	)		(2,027,013	)

Balance, June 30, 2023		5	$	5,320,000		-	$	-		1,100	$	2,900,039		4,000	$	4		5,700,792	$	80,300,211	$	119,586		36,248	$	(572,678	)	$	8,944,609	$	(96,456,884	)	$	554,887

Three months ended June 30, 2022

Balance, April 1, 2022		5	$	5,320,000		-	$	-		23	$	207,000		1,950	$	2		3,264,566	$	76,219,018	$	119,586		36,248	$	(572,678	)	$	6,206,822	$	(81,251,556	)	$	6,248,194

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		181,183		1,037,345		-		-		-			-		-			1,037,345

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-		(1,645,886	)		(1,645,886	)

Balance, June 30, 2022		5	$	5,320,000		0	$	-		23	$	207,000		1,950	$	2		3,445,749	$	77,256,363	$	119,586		36,248	$	(572,678	)	$	6,206,822	$	(82,897,442	)	$	5,639,653

See notes to consolidated financial statements

Six Months Ended June 30, 2023 and 2022

	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

Six months ended June 30, 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		-			-			-		-		-		-		-		-		727,850		595,807		-		-		-			-		-			595,807

Issuance of common stock for purchase of equipment		-			-			-		-		-		-		-		-		125,000		46,875		-		-		-			-		-			46,875
Warrants issued in connection with the issuance of convertible note		-			-			-		-		-		-		-		-		-		-		-		-		-			937,787		-			937,787

Issuance of common stock in lieu of interest payments		-			-			-		-		-		-		-		-		425,358		42,543		-		-		-			-		-			42,543

Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			-		(3,766,050	)		(3,766,050	)

Balance, June 30, 2023		5		$	5,320,000			-	$	-		1,100	$	2,900,039		4,000	$	4		5,700,792	$	80,300,211	$	119,586		36,248	$	(572,678	)	$	8,944,609	$	(96,456,884	)	$	554,887
Six months ended June 30, 2022
Balance, January 1, 2022		20		$	28,440,000			-	$	-		23	$	207,000		1,950	$	2		2,834,755	$	49,676,847	$	-		36,248	$	(572,678	)	$	5,635,003	$	(77,766,659	)	$	5,619,515

Conversion of Series A Preferred stock to Common stock		(15	)		(23,120,000	)		-		-		-		-		-		-		33,345		23,120,000		-		-		-			-		-			-

Sale of common stock		-			-			-		-		-		-		-		-		51,282		500,000		-		-		-			-		-			500,000

Issuance of common stock in lieu of note interest repayments		-			-			-		-		-		-		-		-		10,150		73,078		-		-		-			-		-			73,078

Issuance of common stock for services rendered		-			-			-		-		-		-		-		-		312,008		2,020,274		119,586		-		-			-		-			2,139,860

Issuance of common stock for equipment		-			-			-		-		-		-		-		-		13,704		98,666		-		-		-			-		-			98,666

Issuance of common stock for asset acquisition		-			-			-		-		-		-		-		-		190,505		1,767,498		-		-		-			-		-			1,767,498

Stock-based compensation		-			-			-		-		-		-		-		-		-		-		-		-		-			571,819		-			571,819

Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			-		(5,130,783	)		(5,130,783	)

Balance, June 30, 2022		5		$	5,320,000			0	$	-		23	$	207,000		1,950	$	2		3,445,749	$	77,256,363	$	119,586		36,248	$	(572,678	)	$	6,206,822	$	(82,897,442	)	$	5,639,653

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Cash Flows

	2023			2022
	Six Months Ended
	June 30,
	2023			2022
Operating activities:
Net loss	$	(3,766,050	)	$	(5,130,783	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		-			571,819
Depreciation		692,691			715,038
Amortization of intangible assets		6,000			20,906
Amortization of original-issue-discounts		378,547			224,276
Bad debt expense		61,124			2,898
Cancellation of debt		(110,000	)		-
Change in fair value of warrant liability		(180,468	)		(114,088	)
Stock-based interest expense		42,543			73,078
Stock-based consulting expense		595,807			2,139,860
Changes in operating assets and liabilities:
Accounts receivable		(194,061	)		(1,307,616	)
Inventory		470,251			(608,636	)
Prepaid expenses		(8,114	)		(652	)
Operating lease right-of-use asset		142			(16,486	)
Accounts payable		538,492			1,573,418
Accrued expenses		223,789			(499,847	)
Net cash used in operating activities		(1,249,306	)		(2,356,815	)

Investing activities:
Purchase of property and equipment		(15,000	)		-
Deposits paid		(70,000	)		-
Net cash used in investing activities		(85,000	)		-

Financing activities:
Net proceeds received from notes and loans payable		2,140,000			1,859,450
Proceeds from sale of common stock		-			500,000
Repayments of notes and loans payable		(621,443	)		(277,037	)
Deferred financing costs		(178,000	)		(77,702	)
Amounts received from/repaid to related parties, net		44,000			27,161
Net cash provided by financing activities		1,384,557			2,031,872

Increase in cash and cash equivalents		50,251			(324,943	)
Cash and cash equivalents, beginning of period		73,194			449,001
Cash and cash equivalents, end of period	$	123,445		$	124,058

Supplemental Cash Flow Information:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	62,100
Non-cash Investing and Financing Activities:
Issuance of common stock in lieu of repayment of notes payable	$	-		$	-
Issuance of common stock in asset acquisitions	$	-		$	1,767,498
Issuance of common stock for property and equipment	$	46,875		$	-
Debt discount associated with convertible note	$	273,529		$	286,357
Conversion of Series A Preferred stock to common stock	$	-		$	-
Issuance of common stock warrants in connection with convertible promissory note	$	937,787		$	-

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Note 1 – Organization and Description of Business

Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”).

The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company runs it manufacturing operations through PHP and holds and sells several of its brands through PHP as well. The Company’s durable equipment products, such as sam® units with and without CBD infused pads, are marketed and sold through its wholly owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February 1, 2019. Most of the Company’s consumer products include hemp derived cannabidiol (“CBD”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021), TN Botanicals, LLC and CO Botanicals LLC (both incorporated in August 2021). These three subsidiaries have also begun synthesizing Delta-8 and Delta-10 from hemp. Delta-8 and Delta-10 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived Delta-8 and Delta-10 is in a gray area and considered a potential loophole at this point due to the 2018 hemp bill. The Company’s other subsidiaries did not have operations during the year ended December 31, 2022.

The Company is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids derived from hemp biomass and the licensing of durable medical devices. Can B̅’s products include oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates and lifestyle products. Can B̅ develops its own line of proprietary products as well seeks synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp derived products on the market through sourcing the best raw material and offering a variety of products we believe will improve people’s lives in a variety of areas.

Note 2 – Going Concern

The condensed consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of June 30, 2023, the Company had cash and cash equivalents of $123,445 and negative working capital of $5,295,361. For the six months ended June 30, 2023 and 2022, the Company had incurred losses of $3,766,050 and $5,130,783, respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

After careful consideration and analysis of the economics, supply chain, processing logistics, and management of manpower the Company decided to consolidate operations in its CO operations in Mead and Ft. Morgan. The company remains fully vertically integrated in legal hemp operations and sales with processing of hemp biomass and crude hemp oil into distillate, isolate, and ultimately into isomers. The Company moved all of its help processing equipment previously located in its Miami, FL operation under Botanical Biotech, LLC to its main hemp processing center in CO. The Company also terminated its lease with the Miami landlord. The Company moved all of the hemp processing equipment previously located in its McMinnville, TN operation under TN Botanicals, LLC to its main hemp processing center in CO.

As a result of these equipment moves, the Colorado operation will, once fully operational, improve operating efficiencies, increase management oversight, and be able to increase throughput by double compared to the prior three independent operating facilities. The Company expects to have the consolidated operation fully operational by the end of fiscal 2023. Senior management of the Company will be on-site in CO during this consolidation period to ensure maximum efficiencies and continue operations during this rebuilding period. Immediate impact of the consolidation is elimination of duplicate lines, better coordination of customer orders, reduction in transportation charges, and manpower efficiencies with larger batch sizes and reduced personnel.

The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year.

The consolidated balance sheet information as of December 31, 2022 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2022 Form 10-K.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Principles of Consolidation

The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2022 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

Significant Accounting Policies

The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2022 Form 10-K.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Segment reporting

As of June 30, 2023, the Company reports operating results and financial data in one operating and reportable segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the consolidated level.

Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss.

Note 4 – Fair Value Measurements

The carrying value and fair value of the Company’s financial instruments are as follows:

June 30, 2023	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	22,575	$	22,575

As of December 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	203,043	$	203,043

The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used:

Schedule of Fair Value Assumptions

As of	June 30, 2023			December 31, 2022
Stock price	$	0.22		$	1.30
Exercise price	$	6.40		$	6.40
Remaining term (in years)		4.0			0.46
Volatility		167.6	%		159	%
Risk-free rate		4.1	%		3.99	%
Expected dividend yield		—	%		—	%

The warrant liabilities will be remeasured at each reporting period with changes in fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the warrant liabilities was as follows:

Warrant liabilities
Estimated fair value at December 31, 2021	$	-
Issuance of warrant liabilities		286,357
Change in fair value		(114,088	)
Estimated fair value at June 30, 2022	$	172,269

Estimated fair value at December 31, 2022	$	203,043
Change in fair value		(180,468	)
Estimated fair value at June 30, 2023	$	22,575

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Note 5 – Inventories

Inventories consist of:

Schedule of Inventories

	June 30,		December 31,
	2023		2022
Raw materials	$	832,322	$	829,844
Finished goods		721,480		1,194,209
Total	$	1,553,802	$	2,024,053

Note 6 – Property and Equipment

Property and equipment consist of:

Schedule of Property And Equipment

	June 30,			December 31,
	2023			2022
Furniture and fixtures	$	21,724		$	21,724
Office equipment		12,378			12,378
Manufacturing equipment		6,828,083			6,766,208
Medical equipment		776,396			776,396
Leasehold improvements		26,902			26,902
Total		7,665,483			7,603,608
Accumulated depreciation		(2,863,942	)		(2,171,251	)
Net	$	4,801,541		$	5,432,357

Depreciation expense related to property and equipment was $692,691 and $715,038 for the six months ended June 30, 2023 and 2022, respectively.

Note 7 – Intangible Assets

Intangible assets consist of:

Schedule of Intangible Assets

	June 30,			December 31,
	2023			2022
Technology, IP and patents	$	119,998		$	119,998
Total		119,998			119,998
Accumulated amortization		(18,854	)		(12,854	)
Intangible Assets,Net	$	101,144		$	107,144

Amortization expense was $6,000 and $20,906 for the six months ended June 30, 2023 and 2022, respectively.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Amortization expense for the balance of 2023, and for each of the next five years and thereafter is estimated to be as follows:


Six months ended December 31, 2023	$	6,000
Fiscal year 2024		12,000
Fiscal year 2025		12,000
Fiscal year 2026		12,000
Fiscal year 2027		12,000
Thereafter		47,144
Intangible assets, net	$	101,144

Note 8 – Notes and Loans Payable

Convertible Promissory Notes

In December 2020, the Company entered into a convertible promissory note (“ASOP Note I”) with Arena Special Opportunities Partners I, LP (“ASOP”). The original principal amount of the note was $2,675,239 and the proceeds are to be utilized for working capital purposes. The note matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 228,419 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 228,419 shares of the Company’s common stock at an exercise price of $6.75 per share. The common stock purchase warrants issued to ASOP are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOP Note I. The principal balance outstanding at June 30, 2023 was $2,400,997.

In December 2020, the Company entered into a convertible promissory note (“ASOF Note I”) with Arena Special Opportunities Fund, LP (“ASOF”). The original principal amount of the note was $102,539 and the proceeds are to be utilized for working capital purposes. The note matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOF convertible promissory note was issued with 8,755 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 8,755 shares of the Company’s common stock at an exercise price of $6.75 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOF Note I. The principal balance outstanding at June 30, 2023 was $87,773.

In May 2021, the Company entered into a convertible promissory note (“ASOP Note II”) with Arena Special Opportunities Partners I, LP. The original principal amount of the note was $1,193,135 and the proceeds are to be utilized for working capital purposes. The note matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 101,978 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 101,978 shares of the Company’s common stock at an exercise price of $6.75 per share. The common stock purchase warrants issued to ASOP are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOP Note II. The principal balance outstanding at June 30, 2023 was $1,073,250.

In May 2021, the Company entered into a convertible promissory note (“ASOF Note II”) with Arena Special Opportunities Fund, LP. The original principal amount of the note was $306,865 and the proceeds are to be utilized for working capital purposes. The note matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 26,228 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 26,228 shares of the Company’s common stock at an exercise price of $6.75 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOF Note II. The principal balance outstanding at June 30, 2023 was $276,750.

The maturity dates for the above notes were extended to April 30, 2022 on April 14, 2022 in exchange for the Company’s promise to pay the holders $300,000. The holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per extension. The holders also waived certain defaults under the notes. The Company subsequently elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. As discussed below under “Forbearance and Amendment of Outstanding Notes,” ASOP and ASOF have agreed to forbear from exercising remedies under the notes until December 31, 2023 provided that the Company does not default on its obligations under the Forbearance Agreement.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

On January 1, 2022, the Company entered into a convertible promissory note (“Empire Note”) with Empire Properties, LLC (“Empire”). The original principal amount of the note was $52,319 and the proceeds are to be utilized for working capital purposes. The note matured on December 31, 2022 or due on demand subsequently to any major funding received by the Company in excess of $5,000,000 and all principal, accrued and unpaid interest is due at maturity at a rate of 8% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. The principal balance outstanding at June 30, 2023 was $52,319.

In March 2022, the Company entered into a convertible promissory note (“BL Note”) with Blue Lake Partners, LLC (“BL”). The original principal amount of the note was $250,000 and the proceeds are to be utilized for working capital purposes. The note had an original maturity date of March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the BL Note was issued with 39,062 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company’s common stock at an initial exercise price of $6.40 per share (subject to adjustment upon the occurrence of certain events, including the issuance of lower priced securities). The common stock purchase warrants issued to BL are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the BL Note with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. Effective February 27, 2023, in consideration of the Company repaying an aggregate of $66,667 under the BL Note, BL agreed to extend the maturity date of the BL Note until September 1, 2023 and reduce the percentage of the cash proceeds received by the Company from the issuance of equity or debt that BL can require the Company to apply to the repayment of the BL Note from 50% to 33%. The principal balance outstanding at June 30, 2023 was $183,333.

In March 2022, the Company entered into a convertible promissory note (“MH Note”) with Mast Hill Fund, LP (“MH”). The original principal amount of the note was $350,000 and the proceeds are to be utilized for working capital purposes. The note had an original maturity date of March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the MH Note was issued with 39,062 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company’s common stock at an initial exercise price of $6.40 per share (subject to adjustment upon the occurrence of certain events, including the issuance of lower priced securities). The common stock purchase warrants issued to MH are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the MH Note with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. Effective February 27, 2023, in consideration of the Company repaying an aggregate of $93,333 under the MH Note, MH agreed to extend the maturity date of the MH Note until September 1, 2023 and reduce the percentage of the cash proceeds received by the Company from the issuance of equity or debt that MH can require the Company to apply to the repayment of the BL Note from 50% to 33%. The principal balance outstanding at June 30, 2023 was $256,667.

In April 2022, the Company entered into a convertible promissory note (“FM Note”) with Fourth Man, LLC (“FM”). The original principal amount of the note was $150,000 and the proceeds are to be utilized for working capital purposes. The note had an original maturity date of April 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the FM Note was issued with 23,437 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 23,437 shares of the Company’s common stock at an initial exercise price of $6.40 per share (subject to adjustment upon the occurrence of certain events, including the issuance of lower priced securities). The common stock purchase warrants issued to FM are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the FM Note with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. Effective February 27, 2023, in consideration of the Company repaying an aggregate of $40,000 under the FM Note, FM agreed to extend the maturity date of the FM Note until September 1, 2023 and reduce the percentage of the cash proceeds received by the Company from the issuance of equity or debt that FM can require the Company to apply to the repayment of the FM Note from 50% to 33%. On June 30^th, 2023 the Company entered into a Settlement and Mutual Release Agreement to extinguish the $110,000 principal outstanding on the FM Note. There was no principal balance outstanding at June 30, 2023.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

In June 2022, the Company entered into a convertible promissory note (“Alumni Note”) with Alumni Capital, LP (“Alumni”). The original principal amount of the note was $62,500 and the proceeds are to be utilized for working capital purposes. The note had an original maturity date of June 6, 2023 which was extended until September 1, 2023 effective February 27, 2023. All principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The holder can require the full payment of the note if the Company completes an offering of its common stock that results in an uplisting of its common stock to a national securities exchange. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the Alumni Note was issued with 9,766 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 9,766 shares of the Company’s common stock at an exercise price of $6.40 per share. The common stock purchase warrants issued to Alumni are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the Alumni Note with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. The principal balance outstanding at June 30, 2023 was $62,500.

In August 2022, the Company entered into a convertible promissory note (“WN”) with Walleye Opportunities Master Fund Ltd. (“WOMF”). The original principal amount of the note was $385,000 and the proceeds are to be utilized for working capital purposes. The note matures on August 30, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the WN Note was issued with 71,296 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 71,296 shares of the Company’s common stock at an exercise price of $5.40 per share. The common stock purchase warrants issued to WOMF are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the WN with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. The principal balance outstanding at June 30, 2023 was $385,000.

In January 2023 the Company entered into a convertible promissory note (“Tysadco Note VI”) with Tysadco Partners, LLC (“Tysadco”). The original principal amount of the note was $100,000 and the proceeds are to be utilized for working capital purposes. The note had a maturity date of April 12, 2023, and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. Effective January 31, 2023, Tysadco agreed to exchange the Tysdaco Note VI and other notes held by Tysdaco in the aggregate principal amount of $752,000 having maturity dates between August 24, 2022 and March 19, 2023 for a single note that matures on September 1, 2023. Contemporaneous with this exchange, Tysadco assigned the combined note to ClearThink Capital Partners, LLC and the Company issued 130,000 shares of common stock to ClearThink Capital Partners, LLC. The conversion options contained in the combined note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory note and not bifurcated. The principal balance of the combined note at June 30, 2023 was $937,500.

On March 2, 2023, the Company completed the sale of a promissory note (the “Note”) in the principal amount of $1,823,529 to WOMF pursuant to a Securities Purchase Agreement dated as of February 27, 2023. The purchase price of the Note was $1,550,000, representing a 15% original issue discount. The Note is non-interest bearing, except in the case of the event of a default, in which case interest will accrue from the date of the default at a rate equal to the lower of 18% per annum or the maximum rate permitted by law.

The Note is payable in nine (9) monthly installments of $232,500 each, consisting of a $227,941 principal reduction payment and a $4,559 redemption fee, commencing on April 27, 2023. The Company’s obligations under the note are secured by a security interest in the Company’s deposit accounts and the deposit accounts of the Company’s subsidiaries. In addition, each the Company’s subsidiaries has agreed that if an event of default occurs under the Note, the subsidiary will pay to WOMF an amount equal to 10% of revenues received during the prior month from the sale of goods or services or collections of accounts receivable.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

The Note requires the Company to use reasonable commercial efforts to complete an offering which will result in an uplisting of its common stock to a national securities exchange within a reasonable time following the issuance of the Note. The Note contains certain negative covenants, including a prohibition on the incurrence of debt that is senior or pari passu to the indebtedness represented by the Note, the creation of liens on the Company’s assets, the payment of dividends and other distributions on the Company’s common stock, the repurchase of the Company’s common stock, the sale of a significant portion of the Company’s assets and the repayment of indebtedness other than existing indebtedness.

The Company may elect to pay all or a portion of a monthly installment due under the Note by converting such amount into shares of the Company’s common stock at a price of $4.00 per share, subject to adjustment in accordance with the terms of the Note. If the Company does not pay an installment when due it is deemed an election by the Company to convert the installment payment into common stock at a price equal to the lower of $4.00 per share or 90% of the lowest daily volume weighted average price of the common stock during the five trading days preceding the conversion date. WOMF has the right to determine the timing of any such conversion. WOMF may elect at any time to convert amounts payable under the Note into shares of the Company’s common stock at a conversion price of $4.00 per share, subject to adjustment in accordance with the terms of the Note. The Company did not pay the installments due under the Note on April 27, 2023, May 1, 2023 and June 1, 2023 in cash. As a result, these installment payments will be converted into common stock at such time as WOMF elects to effect the conversions.

If the Company receives cash proceeds from any source, including payments from customers or from the issuance of equity or debt, WOMF can require the Company to apply 100% of such proceeds to the repayment of the Note.

If the Company completes a placement of securities, WOMF will have the right to accept such new securities in lieu of the Note and Warrant. For so long as the Note is outstanding, if the Company issues a security or amends the terms of a security issued before the issue date of the Note, and WOMF believes that terms of the new or amended security are more favorable to the holder than the terms provided to WOMF, WOMF may require that such terms become part of WOMF’s transaction documents with the Company.

In the event of a default under the Note, the Company shall be required to pay WOMF an amount equal to the amount determined by multiplying the principal amount then outstanding plus default interest by 135%, plus costs of collection. WOMF may elect to accept payment of any such amount in cash and/or shares of the Company’s common stock, valued for this purpose at the lower of the conversion price then in effect or a 60% discount to the lowest volume weighted average price of the common stock during the five trading days preceding the conversion date.

WOMF has been granted a right of first refusal to participate in future financing transactions conducted by the Company.

As additional consideration for the purchase of the Note, the Company issued WOMF a warrant (the “Warrant”) to purchase 1,307,190 shares of the Company’s common stock at an exercise price equal to 90% of the lowest volume weighted average price of the common stock during the five trading days preceding the date of exercise. The Warrant contains a cashless exercise provision and is exercisable at any time during the period beginning on August 27, 2023 and ending on August 27, 2028. In addition, a warrant issued by the Company to WOMF in August 2022 was amended to change the exercise price of the warrant from $5.40 per share to the lower of $5.40 per share or the lowest volume weighted average price of the common stock during the five trading days preceding its exercise.

The Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission to register the shares of common stock issuable upon the conversion of the Note and the exercise of the Warrant for public resale. The Company filed the registration statement on May 12, 2023 and it was declared effective on May 22, 2023. WOMF has also been granted piggyback registration rights with respect to the shares of common stock issuable upon the conversion of the Note and the exercise of the Warrant. Each of the Note and Warrant grants full ratchet anti-dilution protection to WOMF in the event that the Company issues common stock or rights to purchase common stock at a price less than the conversion or exercise price then in effect.

In May 2023, the Company issued a promissory note to WOMF in the principal amount of $437,500. The purchase price of the note was $350,000, representing a 20% original issue discount. The note is non-interest bearing except in the event of a default, in which case interest will accrue at a rate of 40% per annum in the event of a payment default and 18% per annum in the event of other defaults. The note becomes due on October 15, 2023. The principal balance outstanding at June 30, 2023 was $437,500.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Forbearance and Amendment of Outstanding Notes.

Contemporaneous with the sale of the Note and Warrant to WOMF, ASOP and ASOF (collectively, “Arena”), who hold promissory notes with an unpaid principal balance of approximately $3,877,000 which became due on April 30, 2022 (the “Arena Notes”), entered into a Forbearance Agreement with the Company pursuant to which they agreed to forbear from exercising remedies under the Arena Notes until December 31, 2024 provided that the Company does not default on its obligations under the Forbearance Agreement.

The Forbearance Agreement requires the Company and/or Company’s subsidiaries, Duramed, Inc. and Duramed MI, LLC (together the “Duramed Subsidiaries”) to remit to Arena on a monthly basis certain accounts receivable collected by the Company and/or the Duramed Subsidiaries until the total amount collected is $5,700,000. After the amount collected is $5,700,000, additional collections of these receivables are shared equally between the Company and Arena. The Company and the Duramed Subsidiaries have assigned their rights to these receivables to Arena.

If Arena fully exercises warrants to purchase shares of the Company’s common stock that were previously issued to it, and the aggregate market value of the shares acquired is less than $1,500,000, the Company must pay to Arena an amount equal to such difference.

As a condition to the closing of the sale of the Note and Warrant to the WOMF, certain terms of certain promissory notes previously issued by the Company were amended, including the following:

	●	in consideration of an increase in the aggregate principal amount by $10,000 and an increase in the interest rate to 18% per annum, the holder of notes in the aggregate principal amount of $150,000 agreed to waive his right to require the Company to repay a $50,000 note upon the Company’s receipt of $1,500,000 of financing and extend maturity dates from November 18, 2021 and January 22, 2023 to September 1, 2023;

	●	in consideration of the Company’s agreement to provide a product credit for future orders of $50,000, the holder of a promissory note in the principal amount of $150,000 agreed to extend the maturity date from August 10, 2022 to September 1, 2023;

	●	the maturity date of a promissory note in the principal amount of $1,250,000 was extended from August 12, 2022 until the earlier of September 1, 2023 or the date that the Company completes an offering resulting in an uplisting of its common stock to the Nasdaq Capital Market; and

	●	in consideration of the repayment of a total of $232,500 under the notes, the holders of promissory notes in the aggregate principal amount of $435,000 issued in October and November 2022 that bore interest at 18% per annum and were past due agreed to exchange the notes for new notes that mature on September 1, 2023 and bear interest at 15% per annum;

TWS Note

On August 12, 2021, pursuant to an Equipment Acquisition Agreement, the Company entered into a twelve-month promissory note of $1,250,000 with payments of $100,000 per month and interest at 6%. As of June 30, 2023, the total amount outstanding was $1,050,000.

Other Loans

On November 18, 2021, the Company entered into a $100,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 10% per annum and is due within twelve months or due on demand subsequently to any major funding received by the Company in excess of $3,000,000. As of June 30, 2023 the total amount outstanding was $100,000.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

During the year ended December 31, 2022, the Company entered into various agreements relating to the sales of future receivables for an aggregate purchase amount of approximately $450,000. The aggregate principal amounts are payable in weekly installments ranging from $2,917 through $453 until such time the obligations are fully satisfied. As of June 30, 2023, the total amounts outstanding were approximately $95,000.

On February 11, 2022, the Company entered into a $175,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 16% per annum and is due within six months or due on demand subsequently to any major funding received by the Company in excess of $2,000,000. As of June 30, 2023 the total amount outstanding was $175,000.

On August 18, 2022, the Company entered into a $250,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 16% per annum and is due within three months or due on demand subsequently to any major funding received by the Company in excess of $1,000,000. As of June 30, 2023 the total amount outstanding was $250,000.

On October 14, 2022, the Company entered into a $115,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 18% per annum and was due on October 31, 2022. As of June 30, 2023 the total amount outstanding was $65,000.

On October 14, 2022, the Company entered into a $230,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 18% per annum and was due on October 31, 2022. As of June 30, 2023 the total amount outstanding was $122,500.

On November 17, 2022, the Company entered into a $200,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 18% per annum and was due on December 17, 2022. As of June 30, 2023 the total amount outstanding was $125,000.

Note 9 – Stockholders’ Equity

Preferred Stock

Each share of Series A Preferred Stock is convertible into 218 shares of CANB common stock and is entitled to 4,444 votes. All Preferred Shares shall rank senior to all shares of Common Stock of the Company with respect to liquidation preferences and shall rank pari passu to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock. In the event of a Liquidation Event, whether voluntary or involuntary, each holder may elect (i) to receive, in preference to the holders of Common Stock, a one-time liquidation preference on a per-share amount equal to the per-share value of preferred shares on the issuance date, as recorded in the Company’s financial records, or (ii) to participate pari passu with the Common Stock on an as-converted basis. Subject to any adjustments, the Series A holders shall be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock on an as converted basis.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights.

Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of the Company’s common stock. Each Preferred Series C share is convertible into 1,667 shares of common stock. The shares of Series C Preferred Stock have voting rights as if fully converted.

On February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27, 2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 shares of a new Series D Preferred Stock with a par value of $0.001 each. All Series D Preferred Shares rank senior to all shares of Common Stock of the Company with respect to liquidation preferences and rank pari passu to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock. Each Series D Preferred Share has voting rights equal to 667 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders. Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred Shares (“Price per Share”). Should the Company desire to purchase Series D Preferred Shares, the Company shall provide the Holder with written notice and a check or cash in an amount equal to the number of shares of Series D Preferred Shares being purchased multiplied by the Price per Share. The shares of Series D Preferred Shares so purchased shall be deemed automatically cancelled and the Holder shall return the certificates for such share to the Corporation.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Note 10 – Stock Options

A summary of stock options activity for the six months ended June 30, 2023 is as follows:

Summary of Stock Option Activity

	Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding, January 1, 2023		1,056,666	$	4.02		3.58
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding, June 30, 2023		1,056,666	$	4.02		3.33

There was no Stock-based compensation expense related to stock options during the six months ended June 30, 2023. Stock-based compensation expense related to stock options during the six months ended June 30, 2022 was $571,819.

Note 11 – Income Taxes

The Company’s income tax provisions for the three and six months ended June 30, 2023 and 2022 reflect the Company’s estimates of the effective rates expected to be applicable for the respective full years, adjusted for any discrete events, which are recorded in the period that they occur. These estimates are reevaluated each quarter based on the Company’s estimated tax expense for the full year. The estimated effective tax rate includes the impact of valuation allowances in various jurisdictions.

Note 12 – Related Party Transactions

For the six months ended June 30, 2022, the Company incurred fees to a service provider that is a relative of a director for professional services in the amount of $8,000.

Note 13 – Commitments and Contingencies

Lease Agreements

The Company leases office space in numerous medical facilities offices under month-to-month agreements.

Rent expense for the six months ended June 30, 2023 and 2022 was $270,521 and $332,520, respectively.

At June 30, 2023, the future minimum lease payments under non-cancellable operating leases were:


Six months ended December 31, 2023	$	370,263
Fiscal year 2024		469,818
Total future Lease Payment	$	840,081

Note 14 – Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements are issued and as of that date. There were no subsequent events that required adjustment or disclosure in the consolidated financial statements except as follows:

The Company formed Nascent Pharma, LLC in July 2023 to acquire and exploit certain patents. The Company has a 67% interest in Nascent Pharma, LLC.

In July 2023, the Company purchased 1,800,000 pounds of biomass that is ready for immediate processing. The Company issued 450,000 shares of its common stock (subject to potential adjustment) in payment of the purchase price for the biomass.

In July 2023, the Company issued 250,000 shares of common stock upon the conversion of a portion of the WOMF Note.

In July 2023, Ronald Silver resigned as a member of the Company’s Board of Directors.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company runs it manufacturing operations through PHP and holds and sells several of its brands through PHP as well. The Company’s durable equipment products, such as sam® units with and without CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February 1, 2019. Most of the Company’s consumer products include hemp derived cannabidiol (“CBD”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third-parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021) and TN Botanicals LLC and CO Botanicals LLC (both incorporated in August 2021). The three subsidiaries have also begun synthesizing Delta-8 and Delta-10 from hemp. Delta-8 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived delta-8 is in a gray area.

The Company is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids derived from hemp biomass and the licensing of durable medical devises. Can B̅’s products include oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates and lifestyle products. Can B̅ develops its own line of proprietary products as well seeks synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp derived products on the market through sourcing the best raw material and offering a variety of products we believe will improve people’s lives in a variety of areas.

As a result of these equipment moves, the Colorado operation will, once fully operational, improve operating efficiencies, increase management oversight, and be able to increase throughput by double verse the prior three independent operating facilities. The Company expects to have the consolidated operation fully operational by the end of fiscal 2022. Senior management of the Company will be on-site in CO during this consolidation period to ensure maximum efficiencies and continue operations during this rebuilding period. Immediate impact of the consolidation is elimination of duplicate lines, better coordination of customer orders, reduction in transportation charges, and manpower efficiencies with larger batch sizes and reduced personnel.

The consolidated financial statements include the accounts of CANB and its operational wholly owned subsidiaries.

Results of Operations

Three months ended June 30, 2023 compared to three months ended June 30, 2022.

Revenues decreased $850,409 from $1,271,002 in 2022 to $420,593 in 2023. The decrease is due to the normalization of sales activity with 2022 positively impacted by the wind down of restrictions related to the Covid-19 Pandemic surrounding elective surgeries, enabling an increase in the usage of the Company’s Duramed product lines and ultrasound device associated with patient recovery.

Cost of product sales decreased $96,392 from $1,030,817 in 2022 to $934,425 in 2023 due to the decrease in sales as noted above.

Operating expenses decreased $491,014 from $1,798,794 in 2022 to $1,307,780 and net loss increased $381,127 from $1,645,886 in 2022 to $2,027,013 in 2023 as a result of decrease in revenue offset by a consulting fees, rent and other operating expenses.

Six months ended June 30, 2023 compared to three months ended June 30, 2022.

Revenues decreased $1,771,424 from $3,131,322 in 2022 to $1,359,898 in 2023. The decrease is due to the normalization of sales activity with 2022 positively impacted by the wind down of restrictions related to the Covid-19 Pandemic surrounding elective surgeries, enabling an increase in the usage of the Company’s Duramed product lines and ultrasound device associated with patient recovery.

Cost of product sales decreased $762,145 from $2,221,147 in 2022 to $1,459,002 in 2023 due to the decrease in sales as noted above.

Operating expenses decreased $2,503,381 from $5,660,791 in 2022 to $3,256,514 and net loss decreased $1,364,733 from $5,130,783 in 2022 to $3,766,050 in 2023 as a result of decrease in revenue offset by a consulting fees, rent and other operating expenses.

Liquidity and Capital Resources

At June 30, 2023, the Company had cash and cash equivalents of $123,445 and negative working capital of $5,295,361. Cash and cash equivalents increased $50,251 from $73,194 at December 31, 2022 to $123,445 at June 30, 2023. For the six months ended June 30, 2023, $1,384,557 was provided by financing activities, $1,249,307 was used in operating activities, and $85,000 was used in investing activities.

The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

We have no off-balance sheet arrangements.

The Company has $9.9 million aggregate principal amount of notes becoming due between September 1, 2023 and December 31, 2023. The Company plans to seek additional extensions of these notes or refinance the indebtedness. No assurance can be given that the Company will be successful in obtaining extensions or refinancing the indebtedness.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of June 30, 2023, our principal executive officer and principal financial officer conducted an evaluation regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the evaluation of these controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

(B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting in our fiscal quarter for the period June 30, 2023 covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On April 28, 2021, the Company was served with a commercial legal action against the Company and certain officers by David Weissberg and Donna Marino, who are investors in the Company (collectively, the “Investors”). The complaint was filed in the Supreme Court of the State of New York, County of Nassau, Index No. 605191/2021. The complaint alleges four causes of action.

The first cause of action alleges that the Company breached Securities Purchase Agreements with the Investors by failing to assist the Investors in getting opinion letters to remove the restrictive legends from their shares, even though the Company made introductions and requests to the Company’s counsel, provided supporting documents for the Investor’s shares, and ultimately the opinion letters could not be rendered because the Investors failed to submit required documentation to counsel.

The second cause of action is similar to the first but related to alleged misrepresentations regarding removing the restrictive legends from shares that were issued for services rather than purchased.

The third cause of action alleges that the Company mislead the Investors to invest $500,000. The final cause of action alleges that officers of the Company made misrepresentations regarding the value of the Company’s stock, which caused David Weissberg to owe more in taxes than he was expecting.

On or about November 24, 2021, a vendor of the Company filed amended suit against the Company in Florida, Case No. 2021 CA 001797, for monies allegedly owed and civil theft relating to such monies and related products and fraud in the inducement. We do not believe we owe such vendor any amount. The court has entered a default judgement against the Company for our failure to timely answer the complaint, which default has since been overturned. Subsequently the case has been set for interrogatories and document production which activities are being fulfilled.

On or about August 11, 2022, a Complaint was filed by Evexia Plus, LLC against Can B Corp. in a product payment trade dispute. Case Number 63-CV-2022-900692.00 in the Circuit Court of Tuscaloosa County, AL. On 1-26-2023 the court ordered a Summary Judgement in the amount of $336,924. The parties are trying to work out a payment schedule tied to production to satisfy the judgement.

In March 2023, the holder of a note in the principal amount of $250,000 instituted a collection action against the Company in the Circuit Court of the 11^th Judicial District in and for Miami-Dade County, Florida. seeking payment of the principal amount and accrued interest.

Other than above, we are not aware of any pending or threatened legal proceedings in which we are involved.

ITEM 1A. RISK FACTORS

During the three months ended June 30, 2023, the Company issued There have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on April 17, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In May 2023, the Company issued 100,000 shares of common stock for services rendered. The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with this issuance.

In May 2023, the Company issued 50,000 shares of common stock to a creditor in consideration for the creditor’s agreement to forbear from exercising remedies against the Company. The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with this issuance.

In May 2023, the Company issued 125,000 shares of common stock in payment of the purchase price for certain equipment. The Company relied upon the exemption provided by Section 4(2) of the Securities Act in connection with this issuance.

In June 2023, the Company issued 65,638 shares of common stock upon the conversion of a convertible note. The Company relied upon the exemption provided by Section 3(a)(9) of the Securities Act in connection with this issuance.

In June 2023, a shareholder agreed to the cancellation of 40,000 shares of common stock in connection with a resolution of a dispute with respect to a conversion of a note.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

The Company formed Nascent Pharma, LLC in July 2023 to acquire and exploit certain patents. The Company has a 67% interest in Nascent Pharma, LLC.

In July 2023, Ronald Silver resigned as a member of the Company’s Board of Directors. Senator Silver’s resignation was not the result of any dispute with the Company.

ITEM 6. EXHIBITS

The following exhibits are filed with this offering circular:

Exhibit		Description

3.1		Articles of Incorporation, as amended(1)
3.2		Bylaws(2)
4.1		Articles of Amendment designating Series A Preferred Stock rights, as amended(9)
4.2		Articles of Amendment designating Series B Preferred Stock rights(1)
4.3		Articles of Amendment designating Series C Preferred Stock rights(7)
4.4		Articles of Amendment designating Series D Preferred Stock rights(10)
10.1		Employment Agreement with Marco Alfonsi dated December 29, 2020(10)
10.2		Employment Agreement with Stanley L. Teeple dated December 29, 2020(10)
10.3		Employment Agreement with Pasquale Ferro dated December 29, 2020(10)
10.4		Employment Agreement with Phil Scala dated December 29, 2020(10)
10.5		Commission Agreement with Andrew Holtmeyer(10)
10.6		Employment Agreement with Bradley Lebsock(10)
10.7		Memorandum of Understanding with Sam International and ZetrOZ Systems LLC(3)
10.8		Can B̅ Corp. 2020 Incentive Stock Option Plan(8)
10.9		Arena Securities Purchase Agreement(10)
10.10		ASOF Original Issue Discount Senior Secured Convertible Promissory Note(10)
10.11		ASOF Warrant to Purchase Common Stock(10)
10.12		ASOP Original Issue Discount Senior Secured Convertible Promissory Note(10)
10.14		ASOP Warrant to Purchase Common Stock(10)
10.15		Arena Security Agreement(10)
10.16		Arena Intellectual Property Security Agreement(10)
10.17		Arena Registration Rights Agreement(10)
10.18		Arena Holding Escrow Agreement(10)
10.19		Arena Guaranty Agreement from Company Subsidiaries(10)
10.20		Amendment to 2020 ASOF Promissory Note(11)
10.21		Amendment to 2020 ASOP Promissory Note(11)
10.22		2021 Arena Securities Purchase Agreement(11)
10.23		2021 ASOF Original Issue Discount Senior Secured Convertible Promissory Note(11)
10.24		2021 ASOF Warrant to Purchase Common Stock(11)
10.25		2021 ASOP Original Issue Discount Senior Secured Convertible Promissory Note(11)
10.26		2021 ASOP Warrant to Purchase Common Stock(11)
10.27		2021 Arena Registration Rights Agreement(11)
10.28		2021 Addendum to Arena Security Agreement(11)
10.29		2021 Addendum to Arena Intellectual Property Security Agreement(11)
10.30		2021 Addendum to Arena Guaranty Agreement from Company Subsidiaries(11)
10.31		Asset Acquisition Agreement with Imbibe(10)
10.32		Equipment Acquisition Agreement with TWS(12)
10.33		Promissory Note to TWS(12)
10.34		Asset Purchase Agreement with MCB(12)

10.35		Commercial Lease with Makers Developments LLC(13)
10.36		Single-Tenant NNN Lease Agreement with CS2 Real Estate Holdings, LLC(13)
10.37		Commercial Lease with Red Road Business Park(13)
10.38		Asset Acquisition Agreement with various Sellers (Botanical Biotech)(10)
10.39		PrimeX Distribution Agreement(15)
10.40		American Development Partners development agreement(15)
10.41		Mast Hill Securities Purchase and Related Agreements(14)
10.42		Blue Lake Partners Securities Purchase and Related Agreements(14)
10.43		Blue Lake Partners Securities Purchase and Related Agreements(16)
10.44		Extension and Amendment to Arena Transactional Documents(16)
10.45		Amended Placement Agent Agreement(18)
10.46		Alumni Capital Securities Purchase and Related Documents(19)
10.47		Arena Exchange Agreement(20)
10.48		Agreement with Forever Bradst(21)
10.49		Promissory Note Modification Agreement with TWS Pharma LLC(22)
10.50		Walleye Securities Purchase Agreement(22)
10.51		Walleye Promissory Note(22)
10.52		Walleye Revenue Pledge and Security Agreement(22)
10.53		Walleye Common Stock Purchase Warrant(22)
10.54		Amendment to Walleye Common Stock Purchase Agreement(22)
10.56		Walleye Registration Rights Agreement(22)
10.57		Arena Forbearance Agreement(22)
10.58		Amendment No. 2 to Blue Lake Partners Promissory Note and Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)
10.59		Amendment No. 2 to Mast Hill Fund Promissory Note, Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)
10.60		Amendment No. 2 to Fourth Man Promissory Note, Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)
10.61		Walleye May 2023 Promissory Note
14.1		Code of Ethics(1)
21.1		List of Subsidiaries(10)
31.1		Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation
101.DEF		Inline XBRL Taxonomy Extension Definition
101.LAB		Inline XBRL Taxonomy Extension Labels
101.PRE		Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

(1)	Filed with the Annual Report on Form 10-K filed with the SEC on April 2, 2020 and incorporated herein by reference.
(2)	Filed with the Form S-1 Registration Statement filed with the SEC on December 2, 2015 and incorporated herein by reference.
(3)	Filed with the Current Report on Form 8-K filed with the SEC on January 30, 2019 and incorporated herein by reference.
(4)	Filed with the Current Report on Form 8-K filed with the SEC on December 6, 2019 and incorporated herein by reference.
(5)	Filed with the Current Report on Form 8-K filed with the SEC on February 18, 2020 and incorporated herein by reference.
(6)	Filed with the Current Report on Form 8-K filed with the SEC on January 15, 2019 and incorporated herein by reference.
(7)	Filed with the Form 1-A/A, Part II, filed with the SEC on July 17, 2020 and incorporated herein by reference.
(8)	Filed with the Form 1-A POS, Part II, filed with the SEC on September 11, 2020 and incorporated herein by reference.
(9)	Filed with the Current Report on Form 8-K filed with the SEC on November 23, 2020 and incorporated herein by reference.
(10)	Filed with the Annual Report on Form 10-K filed with the SEC on April 15, 2022 and incorporated herein by reference.
(11)	Filed with the Quarterly Report on Form 10-Q filed with the SEC on May 21, 2021 and incorporated herein by reference.
(12)	Filed with the Current Report on Form 8-K filed with the SEC on August 17, 2021 and incorporated herein by reference.
(13)	Filed with the Current Report on Form 8-K filed with the SEC on September 1, 2021 and incorporated herein by reference.
(14)	Filed with the Current Report on Form 8-K filed with the SEC on March 31, 2022 and incorporated herein by reference.
(15)	Filed with the Form 10-K filed with the SEC on April 15, 2022 and incorporated herein by reference.
(16)	Filed with the Current Report on Form 8-K filed with the SEC on April 29, 2022 and incorporated herein by reference.
(17)	Filed with Form S-1/A filed with the SEC on February 14, 2022 and incorporated herein by reference.
(18)	Filed with Form S-1/A filed with the SEC on May 25, 2022 and incorporated herein by reference.
(19)	Filed with the Current Report on Form 8-K filed with the SEC on June 15, 2022 and incorporated herein by reference.
(20)	Filed with Form S-1/A filed with the SEC on June 30, 2022 and incorporated herein by reference.
(21)	Filed with the Current Report on Form 8-K filed with the SEC on July 25, 2022 and incorporated herein by reference.
(22)	Filed with the Annual Report on Form 10-K filed with the SEC on April 17, 2023 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Can B Corp.

Date: August 21, 2023	By:	/s/ Marco Alfonsi
		Marco Alfonsi,
		Chief Executive Officer

Date: August 21, 2023	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple,
		Chief Financial Officer

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Marco Alfonsi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Can B Corp.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: August 21, 2023	By:	/s/ Marco Alfonsi
		Marco Alfonsi,
		Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Stanley L. Teeple, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Can B Corp.;

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: August 21, 2023	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple,
		Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Can B Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Marco Alfonsi, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 21, 2023	By:	/s/ Marco Alfonsi
		Marco Alfonsi
		Chief Executive Officer
		(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Can B Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Marco Alfonsi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 21, 2023	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple,
		Chief Financial Officer
		(Principal Financial Officer)

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 18, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55753
Entity Registrant Name	Can B Corp.
Entity Central Index Key	0001509957
Entity Tax Identification Number	20-3624118
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	960 South Broadway
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Hicksville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11801
City Area Code	516
Local Phone Number	595-9544
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		9,613,869

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 123,445	$ 73,194
Accounts receivable, less allowance for doubtful accounts of $1,046,152 and $985,082, respectively	6,719,147	6,586,210
Inventory	1,553,802	2,024,053
Note receivable
Prepaid expenses and other current assets	29,138	21,024
Total current assets	8,425,532	8,704,481
Other assets:
Deposits	235,787	165,787
Intangible assets, net	101,144	107,144
Property and equipment, net	4,801,541	5,432,357
Right of use assets, net	1,004,100	1,136,883
Other noncurrent assets	13,139	13,139
Total other assets	6,155,711	6,855,310
Total assets	14,581,243	15,559,791
Current liabilities:
Accounts payable	3,678,899	3,140,408
Accrued expenses	405,489	181,700
Notes and loans payable, net	8,622,515	7,951,196
Warrant liabilities	22,575	203,043
Operating lease liability - current	652,172	652,172
Total current liabilities	13,720,893	12,423,762
Long-term liabilities:
Notes and loans payable, net
Operating lease liability - noncurrent	305,463	438,104
Total long-term liabilities	305,463	438,104
Total liabilities	14,026,356	12,861,866
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, no par value; 1,500,000,000 shares authorized, 5,700,792 and 4,422,584 issued and outstanding at June 30, 2023 and December 31, 2022, respectively	80,300,211	79,614,986
Common stock issuable, no par value; 36,248 shares at June 30, 2023 and December 31, 2022, respectively	119,586	119,586
Treasury stock	(572,678)	(572,678)
Additional paid-in capital	8,944,609	8,006,822
Accumulated deficit	(96,456,884)	(92,690,834)
Total stockholders’ equity	554,887	2,697,925
Total liabilities and stockholders’ equity	14,581,243	15,559,791
Series A Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value	5,320,000	5,320,000
Series B Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value
Series C Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value	2,900,039	2,900,039
Series D Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value	4	4
Related Party [Member]
Current liabilities:
Due to related party	$ 339,243	$ 295,243

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Allowance for doubtful accounts	$ 1,046,152	$ 985,082
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	5,700,792	4,422,584
Common stock, shares outstanding	5,700,792	4,422,584
Common stock issuable, no par value	$ 0	$ 0
Common stock, issuable shares	$ 36,248	$ 36,248
Series A Preferred Stock [Member]
Preferred stock, shares authorized	20	20
Preferred stock, no par value	$ 0	$ 0
Preferred stock, shares issued	5	5
Preferred stock, shares outstanding	5	5
Series B Preferred Stock [Member]
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, par value	$ 0.001	$ 0.001
Series C Preferred Stock [Member]
Preferred stock, shares authorized	2,000	2,000
Preferred stock, shares issued	1,100	1,100
Preferred stock, shares outstanding	1,100	1,100
Preferred stock, par value	$ 0.001	$ 0.001
Series D Preferred Stock [Member]
Preferred stock, shares authorized	4,000	4,000
Preferred stock, shares issued	4,000	4,000
Preferred stock, shares outstanding	4,000	4,000
Preferred stock, par value	$ 0.001	$ 0.001

Consolidated Statement of Operations - USD ($)	3 Months Ended		6 Months Ended
Consolidated Statement of Operations - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues
Total revenues	$ 420,593	$ 1,271,002	$ 1,359,898	$ 3,131,322
Cost of revenues	934,425	1,030,817	1,459,002	2,221,147
Gross profit	(513,832)	240,185	(99,104)	910,175
Operating expenses	1,307,780	1,798,794	3,157,410	5,660,791
Loss from operations	(1,821,611)	(1,558,609)	(3,256,514)	(4,750,616)
Other income (expense):
Other income
Change in fair value of warrant liability	101,050	84,751	180,468	114,088
Gain on debt extinguishment
Interest expense	(416,415)	(171,173)	(750,382)	(493,401)
Other income (expense)	109,964	(855)	69,974	(854)
Other income (expense)	(205,401)	(87,277)	(499,940)	(380,167)
Loss before provision for income taxes	(2,027,013)	(1,645,886)	(3,756,454)	(5,130,783)
Provision for income taxes			9,596
Net loss	$ (2,027,013)	$ (1,645,886)	$ (3,766,050)	$ (5,130,783)
Loss per share - basic	$ (0.37)	$ (0.49)	$ (0.72)	$ (1.57)
Loss per share - dIluted	$ (0.37)	$ (0.49)	$ (0.72)	$ (1.57)
Weighted average shares outstanding - basic	5,553,317	3,370,110	5,227,618	3,262,791
Weighted average shares outstanding - diluted	5,553,317	3,370,110	5,227,618	3,262,791
Product [Member]
Revenues
Total revenues	$ 255,142	$ 915,261	$ 1,063,890	$ 2,225,657
Service [Member]
Revenues
Total revenues	$ 165,451	$ 355,741	$ 296,008	$ 905,665

Consolidated Statement of Stockholders' Equity - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Common Stock [Member]	Common Stock Issuable [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 28,440,000		$ 207,000	$ 2	$ 49,676,847		$ (572,678)	$ 5,635,003	$ (77,766,659)	$ 5,619,515
Balance, shares at Dec. 31, 2021	20		23	1,950	2,834,755		36,248
Issuance of common stock for services rendered					$ 2,020,274	119,586				2,139,860
Issuance of common stock for services rendered, shares					312,008
Issuance of common stock for equipment					$ 98,666					98,666
Issuance of common stock for equipment, shares					13,704
Sale of common stock					$ 500,000					500,000
Sale of common stock, shares					51,282
Issuance of common stock in lieu of note interest repayments					$ 73,078					73,078
Issuance of common stock in lieu of interest payment, shares					10,150
Net loss									(5,130,783)	(5,130,783)
Conversion of Series A Preferred stock to Common stock	$ (23,120,000)				$ 23,120,000
Conversion of Series A Preferred stock to Common stock, shares	(15)				33,345
Issuance of common stock for asset acquisition					$ 1,767,498					1,767,498
Issuance of common stock for asset acquisition, shares					190,505
Stock-based compensation								571,819		571,819
Ending balance, value at Jun. 30, 2022	$ 5,320,000		$ 207,000	$ 2	$ 77,256,363	119,586	$ (572,678)	6,206,822	(82,897,442)	5,639,653
Balance, shares at Jun. 30, 2022	5	0	23	1,950	3,445,749		36,248
Beginning balance, value at Mar. 31, 2022	$ 5,320,000		$ 207,000	$ 2	$ 76,219,018	119,586	$ (572,678)	6,206,822	(81,251,556)	6,248,194
Balance, shares at Mar. 31, 2022	5		23	1,950	3,264,566
Issuance of common stock for services rendered					$ 1,037,345					1,037,345
Issuance of common stock for services rendered, shares					181,183
Net loss									(1,645,886)	(1,645,886)
Ending balance, value at Jun. 30, 2022	$ 5,320,000		$ 207,000	$ 2	$ 77,256,363	119,586	$ (572,678)	6,206,822	(82,897,442)	5,639,653
Balance, shares at Jun. 30, 2022	5	0	23	1,950	3,445,749		36,248
Beginning balance, value at Dec. 31, 2022	$ 5,320,000		$ 2,900,039	$ 4	$ 79,614,986	119,586	$ (572,678)	8,006,822	(92,690,834)	2,697,925
Balance, shares at Dec. 31, 2022	5		1,100	4,000	4,422,584		36,248
Issuance of common stock for services rendered					$ 595,807					595,807
Issuance of common stock for services rendered, shares					727,850
Issuance of common stock for equipment					$ 46,875					46,875
Issuance of common stock for equipment, shares					125,000
Issuance of common stock in lieu of note interest repayments					$ 42,543					42,543
Issuance of common stock in lieu of interest payment, shares					425,358
Net loss									(3,766,050)	(3,766,050)
Warrants issued in connection with the issuance of convertible note								937,787		937,787
Ending balance, value at Jun. 30, 2023	$ 5,320,000		$ 2,900,039	$ 4	$ 80,300,211	119,586	$ (572,678)	8,944,609	(96,456,884)	554,887
Balance, shares at Jun. 30, 2023	5		1,100	4,000	5,700,792		36,248
Beginning balance, value at Mar. 31, 2023	$ 5,320,000		$ 2,900,039	$ 4	$ 80,172,548	119,586	$ (572,678)	8,944,609	(94,429,872)	2,454,236
Balance, shares at Mar. 31, 2023	5		1,100	4,000	5,360,434		36,248
Issuance of common stock for services rendered					$ 74,250					74,250
Issuance of common stock for services rendered, shares					150,000
Issuance of common stock for equipment					$ 46,875					46,875
Issuance of common stock for equipment, shares					125,000
Sale of common stock
Sale of common stock, shares
Issuance of common stock in lieu of note interest repayments					$ 6,538					6,538
Issuance of common stock in lieu of interest payment, shares					65,358
Net loss									(2,027,013)	(2,027,013)
Ending balance, value at Jun. 30, 2023	$ 5,320,000		$ 2,900,039	$ 4	$ 80,300,211	$ 119,586	$ (572,678)	$ 8,944,609	$ (96,456,884)	$ 554,887
Balance, shares at Jun. 30, 2023	5		1,100	4,000	5,700,792		36,248

Consolidated Statement of Cash Flows - USD ($)	6 Months Ended
Consolidated Statement of Cash Flows - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net loss	$ (3,766,050)	$ (5,130,783)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		571,819
Depreciation	692,691	715,038
Amortization of intangible assets	6,000	20,906
Amortization of original-issue-discounts	378,547	224,276
Bad debt expense	61,124	2,898
Cancellation of debt	(110,000)
Change in fair value of warrant liability	(180,468)	(114,088)
Stock-based interest expense	42,543	73,078
Stock-based consulting expense	595,807	2,139,860
Changes in operating assets and liabilities:
Accounts receivable	(194,061)	(1,307,616)
Inventory	470,251	(608,636)
Prepaid expenses	(8,114)	(652)
Operating lease right-of-use asset	142	(16,486)
Accounts payable	538,492	1,573,418
Accrued expenses	223,789	(499,847)
Net cash used in operating activities	(1,249,306)	(2,356,815)
Investing activities:
Purchase of property and equipment	(15,000)
Deposits paid	(70,000)
Net cash used in investing activities	(85,000)
Financing activities:
Net proceeds received from notes and loans payable	2,140,000	1,859,450
Proceeds from sale of common stock		500,000
Repayments of notes and loans payable	(621,443)	(277,037)
Deferred financing costs	(178,000)	(77,702)
Amounts received from/repaid to related parties, net	44,000	27,161
Net cash provided by financing activities	1,384,557	2,031,872
Increase in cash and cash equivalents	50,251	(324,943)
Cash and cash equivalents, beginning of period	73,194	449,001
Cash and cash equivalents, end of period	123,445	124,058
Supplemental Cash Flow Information:
Income taxes paid
Interest paid		62,100
Non-cash Investing and Financing Activities:
Issuance of common stock in lieu of repayment of notes payable
Issuance of common stock in asset acquisitions		1,767,498
Issuance of common stock for property and equipment	46,875
Debt discount associated with convertible note	273,529	286,357
Conversion of Series A Preferred stock to common stock
Issuance of common stock warrants in connection with convertible promissory note	$ 937,787

Organization and Description of Business

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Organization and Description of Business

Note 1 – Organization and Description of Business

Going Concern

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 2 – Going Concern

The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 3 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Financial Statement Presentation

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Principles of Consolidation

Use of Estimates

Significant Accounting Policies

The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2022 Form 10-K.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Segment reporting

Reclassifications

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 4 – Fair Value Measurements

The carrying value and fair value of the Company’s financial instruments are as follows:

June 30, 2023	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	22,575	$	22,575

As of December 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	203,043	$	203,043

Schedule of Fair Value Assumptions

As of	June 30, 2023			December 31, 2022
Stock price	$	0.22		$	1.30
Exercise price	$	6.40		$	6.40
Remaining term (in years)		4.0			0.46
Volatility		167.6	%		159	%
Risk-free rate		4.1	%		3.99	%
Expected dividend yield		—	%		—	%

Warrant liabilities
Estimated fair value at December 31, 2021	$	-
Issuance of warrant liabilities		286,357
Change in fair value		(114,088	)
Estimated fair value at June 30, 2022	$	172,269

Estimated fair value at December 31, 2022	$	203,043
Change in fair value		(180,468	)
Estimated fair value at June 30, 2023	$	22,575

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Inventories

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Note 5 – Inventories

Inventories consist of:

Schedule of Inventories

	June 30,		December 31,
	2023		2022
Raw materials	$	832,322	$	829,844
Finished goods		721,480		1,194,209
Total	$	1,553,802	$	2,024,053

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 6 – Property and Equipment

Property and equipment consist of:

Schedule of Property And Equipment

	June 30,			December 31,
	2023			2022
Furniture and fixtures	$	21,724		$	21,724
Office equipment		12,378			12,378
Manufacturing equipment		6,828,083			6,766,208
Medical equipment		776,396			776,396
Leasehold improvements		26,902			26,902
Total		7,665,483			7,603,608
Accumulated depreciation		(2,863,942	)		(2,171,251	)
Net	$	4,801,541		$	5,432,357

Depreciation expense related to property and equipment was $692,691 and $715,038 for the six months ended June 30, 2023 and 2022, respectively.

Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 7 – Intangible Assets

Intangible assets consist of:

Schedule of Intangible Assets

	June 30,			December 31,
	2023			2022
Technology, IP and patents	$	119,998		$	119,998
Total		119,998			119,998
Accumulated amortization		(18,854	)		(12,854	)
Intangible Assets,Net	$	101,144		$	107,144

Amortization expense was $6,000 and $20,906 for the six months ended June 30, 2023 and 2022, respectively.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Amortization expense for the balance of 2023, and for each of the next five years and thereafter is estimated to be as follows:


Six months ended December 31, 2023	$	6,000
Fiscal year 2024		12,000
Fiscal year 2025		12,000
Fiscal year 2026		12,000
Fiscal year 2027		12,000
Thereafter		47,144
Intangible assets, net	$	101,144

Notes and Loans Payable

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Notes and Loans Payable

Note 8 – Notes and Loans Payable

Convertible Promissory Notes

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

WOMF has been granted a right of first refusal to participate in future financing transactions conducted by the Company.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Forbearance and Amendment of Outstanding Notes.

As a condition to the closing of the sale of the Note and Warrant to the WOMF, certain terms of certain promissory notes previously issued by the Company were amended, including the following:

	●	in consideration of an increase in the aggregate principal amount by $10,000 and an increase in the interest rate to 18% per annum, the holder of notes in the aggregate principal amount of $150,000 agreed to waive his right to require the Company to repay a $50,000 note upon the Company’s receipt of $1,500,000 of financing and extend maturity dates from November 18, 2021 and January 22, 2023 to September 1, 2023;

	●	in consideration of the Company’s agreement to provide a product credit for future orders of $50,000, the holder of a promissory note in the principal amount of $150,000 agreed to extend the maturity date from August 10, 2022 to September 1, 2023;

	●	the maturity date of a promissory note in the principal amount of $1,250,000 was extended from August 12, 2022 until the earlier of September 1, 2023 or the date that the Company completes an offering resulting in an uplisting of its common stock to the Nasdaq Capital Market; and

	●	in consideration of the repayment of a total of $232,500 under the notes, the holders of promissory notes in the aggregate principal amount of $435,000 issued in October and November 2022 that bore interest at 18% per annum and were past due agreed to exchange the notes for new notes that mature on September 1, 2023 and bear interest at 15% per annum;

TWS Note

Other Loans

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Stockholders’ Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders’ Equity

Note 9 – Stockholders’ Equity

Preferred Stock

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2023

Stock Options

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock Options

Note 10 – Stock Options

A summary of stock options activity for the six months ended June 30, 2023 is as follows:

Summary of Stock Option Activity

	Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding, January 1, 2023		1,056,666	$	4.02		3.58
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding, June 30, 2023		1,056,666	$	4.02		3.33

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 11 – Income Taxes

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Note 12 – Related Party Transactions

For the six months ended June 30, 2022, the Company incurred fees to a service provider that is a relative of a director for professional services in the amount of $8,000.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13 – Commitments and Contingencies

Lease Agreements

The Company leases office space in numerous medical facilities offices under month-to-month agreements.

Rent expense for the six months ended June 30, 2023 and 2022 was $270,521 and $332,520, respectively.

At June 30, 2023, the future minimum lease payments under non-cancellable operating leases were:


Six months ended December 31, 2023	$	370,263
Fiscal year 2024		469,818
Total future Lease Payment	$	840,081

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 14 – Subsequent Events

The Company formed Nascent Pharma, LLC in July 2023 to acquire and exploit certain patents. The Company has a 67% interest in Nascent Pharma, LLC.

In July 2023, the Company issued 250,000 shares of common stock upon the conversion of a portion of the WOMF Note.

In July 2023, Ronald Silver resigned as a member of the Company’s Board of Directors.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Financial Statement Presentation	*Basis of Financial Statement Presentation* The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2022 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2022 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements June 30, 2023
Principles of Consolidation	*Principles of Consolidation* The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
Use of Estimates	*Use of Estimates* The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2022 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.
Significant Accounting Policies	*Significant Accounting Policies* The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2022 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements June 30, 2023
Segment reporting	*Segment reporting* As of June 30, 2023, the Company reports operating results and financial data in one operating and reportable segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the consolidated level.
Reclassifications	*Reclassifications* Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Carrying Value and Fair Value

The carrying value and fair value of the Company’s financial instruments are as follows:

June 30, 2023	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	22,575	$	22,575

As of December 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	203,043	$	203,043

Schedule of Fair Value Assumptions

As of	June 30, 2023			December 31, 2022
Stock price	$	0.22		$	1.30
Exercise price	$	6.40		$	6.40
Remaining term (in years)		4.0			0.46
Volatility		167.6	%		159	%
Risk-free rate		4.1	%		3.99	%
Expected dividend yield		—	%		—	%

Schedule of Changes in Fair Value of the Warrant Liabilities

Warrant liabilities
Estimated fair value at December 31, 2021	$	-
Issuance of warrant liabilities		286,357
Change in fair value		(114,088	)
Estimated fair value at June 30, 2022	$	172,269

Estimated fair value at December 31, 2022	$	203,043
Change in fair value		(180,468	)
Estimated fair value at June 30, 2023	$	22,575

Inventories (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

	June 30,		December 31,
	2023		2022
Raw materials	$	832,322	$	829,844
Finished goods		721,480		1,194,209
Total	$	1,553,802	$	2,024,053

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property And Equipment

Property and equipment consist of:

Schedule of Property And Equipment

	June 30,			December 31,
	2023			2022
Furniture and fixtures	$	21,724		$	21,724
Office equipment		12,378			12,378
Manufacturing equipment		6,828,083			6,766,208
Medical equipment		776,396			776,396
Leasehold improvements		26,902			26,902
Total		7,665,483			7,603,608
Accumulated depreciation		(2,863,942	)		(2,171,251	)
Net	$	4,801,541		$	5,432,357

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consist of:

Schedule of Intangible Assets

	June 30,			December 31,
	2023			2022
Technology, IP and patents	$	119,998		$	119,998
Total		119,998			119,998
Accumulated amortization		(18,854	)		(12,854	)
Intangible Assets,Net	$	101,144		$	107,144

Schedule of Estimated Amortization Expenses

Amortization expense for the balance of 2023, and for each of the next five years and thereafter is estimated to be as follows:


Six months ended December 31, 2023	$	6,000
Fiscal year 2024		12,000
Fiscal year 2025		12,000
Fiscal year 2026		12,000
Fiscal year 2027		12,000
Thereafter		47,144
Intangible assets, net	$	101,144

Stock Options (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

A summary of stock options activity for the six months ended June 30, 2023 is as follows:

Summary of Stock Option Activity

	Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding, January 1, 2023		1,056,666	$	4.02		3.58
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding, June 30, 2023		1,056,666	$	4.02		3.33

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future maturities of Lease Liabilities

At June 30, 2023, the future minimum lease payments under non-cancellable operating leases were:


Six months ended December 31, 2023	$	370,263
Fiscal year 2024		469,818
Total future Lease Payment	$	840,081

Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
Going Concern (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 123,445		$ 123,445		$ 73,194
Working capital	5,295,361		5,295,361
Net loss	$ 2,027,013	$ 1,645,886	$ 3,766,050	$ 5,130,783

Schedule of Carrying Value and Fair Value (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 22,575	$ 203,043	$ 172,269
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 22,575	$ 203,043

Schedule of Fair Value Assumptions (Details)	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Remaining term (in years)	4 years	5 months 15 days
Warrant [Member] \| Measurement Input Stock Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 0.22	$ 1.30
Warrant [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price	$ 6.40	$ 6.40
Warrant [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected dividend yield	167.6	159
Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected dividend yield	4.1	3.99
Warrant [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected dividend yield

Schedule of Changes in Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Estimated fair value, beginning			$ 203,043
Issuance of warrant liabilities				286,357
Change in fair value	$ (101,050)	$ (84,751)	(180,468)	(114,088)
Estimated fair value, ending	$ 22,575	$ 172,269	$ 22,575	$ 172,269

Schedule of Inventories (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 832,322	$ 829,844
Finished goods	721,480	1,194,209
Total	$ 1,553,802	$ 2,024,053

Schedule of Property And Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Furniture and fixtures	$ 21,724	$ 21,724
Office equipment	12,378	12,378
Manufacturing equipment	6,828,083	6,766,208
Medical equipment	776,396	776,396
Leasehold improvements	26,902	26,902
Total	7,665,483	7,603,608
Accumulated depreciation	(2,863,942)	(2,171,251)
Net	$ 4,801,541	$ 5,432,357

Property and Equipment (Details Narrative) - USD ($)	6 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 692,691	$ 715,038

Schedule of Intangible Assets (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Technology, IP and patents	$ 119,998	$ 119,998
Total	119,998	119,998
Accumulated amortization	(18,854)	(12,854)
Intangible Assets,Net	$ 101,144	$ 107,144

Schedule of Estimated Amortization Expenses (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Six months ended December 31, 2023	$ 6,000
Fiscal year 2024	12,000
Fiscal year 2025	12,000
Fiscal year 2026	12,000
Fiscal year 2027	12,000
Thereafter	47,144
Intangible Assets,Net	$ 101,144	$ 107,144

Intangible Assets (Details Narrative) - USD ($)	6 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 6,000	$ 20,906

Notes and Loans Payable (Details Narrative) - USD ($)										1 Months Ended								6 Months Ended		12 Months Ended
Notes and Loans Payable (Details Narrative) - USD ($)	Mar. 02, 2023	Mar. 02, 2023	Feb. 27, 2023	Aug. 18, 2022	Apr. 14, 2022	Feb. 11, 2022	Jan. 01, 2022	Nov. 18, 2021	Aug. 12, 2021	May 31, 2023	Jan. 31, 2023	Aug. 31, 2022	Jun. 30, 2022	Apr. 30, 2022	Mar. 31, 2022	May 31, 2021	Dec. 31, 2020	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Nov. 17, 2022	Oct. 14, 2022
Short-Term Debt [Line Items]
Purchase amount of future receivables																				$ 450,000
Stock issued during period value acquisitions																			$ 1,767,498
Repayments of debt																		$ 621,443	277,037
Debt instrument, face amount																		95,000
Forbearance Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount										$ 3,877,000
Equipment Acquisition Agreement [Member]
Short-Term Debt [Line Items]
Total notes and loans payable									$ 1,250,000
Interest rate									6.00%
Debt instrument, face amount																		1,050,000
Debt instrument periodic payment									$ 100,000
Unsecured Promissory Note Agreement [Member] \| Due within Six Months [Member] \| Lender [Member]
Short-Term Debt [Line Items]
Interest rate				16.00%		16.00%
Proceeds received from debt						$ 2,000,000
Unsecured promissory note						$ 175,000
Debt instrument, face amount																		175,000
Unsecured Promissory Note Agreement [Member] \| Due within Three Months [Member] \| Lender [Member]
Short-Term Debt [Line Items]
Proceeds received from debt				$ 1,000,000
Unsecured promissory note				$ 250,000
Debt instrument, face amount																		250,000
Unsecured Promissory Note Agreement [Member] \| Due on October 31, 2022 [Member] \| Lender [Member]
Short-Term Debt [Line Items]
Interest rate																						18.00%
Unsecured promissory note																						$ 115,000
Debt instrument, face amount																		65,000
Unsecured Promissory Note Agreement [Member] \| Due on December 17, 2022 [Member] \| Lender [Member]
Short-Term Debt [Line Items]
Interest rate																					18.00%
Unsecured promissory note																					$ 200,000
Debt instrument, face amount																		125,000
Unsecured Promissory Note Agreement [Member] \| Lender [Member] \| Due within Twelve Months [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount																		100,000
Proceeds received from debt								$ 3,000,000
Interest rate								10.00%
Unsecured promissory note								$ 100,000
Unsecured Promissory Note Agreement [Member] \| Due on October 31, 2022 [Member] \| Lender [Member]
Short-Term Debt [Line Items]
Interest rate																						18.00%
Unsecured promissory note																						$ 230,000
Debt instrument, face amount																		122,500
Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument periodic payment																				2,917
Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument periodic payment																				$ 453
Investor [Member]
Short-Term Debt [Line Items]
Interest rate	135.00%	135.00%
Debt instrument convertible percentage		60.00%
Stock repurchased during period shares	1,307,190
Investor [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Exercise price	$ 5.40	$ 5.40
Investor [Member] \| Maximum [Member] \| Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Interest rate	18.00%	18.00%
Investor [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Exercise price	$ 5.40	$ 5.40
Common Stock [Member]
Short-Term Debt [Line Items]
Stock issued during period value acquisitions																			$ 1,767,498
Empire Properties, LLC [Member] \| Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date							Dec. 31, 2022
Interest rate							8.00%
Debt instrument, face amount							$ 52,319											52,319
Proceeds received from debt							$ 5,000,000
WOMF [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount										$ 1,250,000
WOMF [Member] \| Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 1,823,529	$ 1,823,529
Debt instrument principal reduction payment	227,941
Debt instrument purchase amount	$ 1,550,000
Original debt, interest rate	15.00%
Debt instrument periodic payment	$ 232,500
Redemption fee	$ 4,559	$ 4,559
Revenue, percentage	10.00%	10.00%
WOMF [Member] \| Holder [Member]
Short-Term Debt [Line Items]
Interest rate										18.00%
Debt instrument, face amount										$ 10,000
Repayments of principal amount										150,000
Repayments of debt										50,000
Debt default longterm debt amount										1,500,000
WOMF [Member] \| Common Stock [Member] \| Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Conversion price per share	$ 4.00	$ 4.00
Debt instrument convertible percentage	90.00%
WOMF [Member] \| Common Stock [Member] \| Minimum [Member] \| Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Conversion price per share	$ 4.00	$ 4.00
Duramed MI, LLC [Member] \| Forbearance Agreement [Member]
Short-Term Debt [Line Items]
Proceeds from issuance of debt										5,700,000
Proceeds from collection of notes receivable										5,700,000
Stock issued during period value acquisitions										1,500,000
ASOP Note I [Member] \| Arena Special Opportunities Partners I, LP [Member]
Short-Term Debt [Line Items]
Total notes and loans payable																	$ 2,675,239
Debt instrument, maturity date																	Jan. 31, 2022
Interest rate																	12.00%
Number of shares issued																	228,419
Warrants to purchase common stock																	228,419
Exercise price																	$ 6.75
Debt instrument, face amount																		2,400,997
ASOF Note I [Member] \| Arena Special Opportunities Fund, LP [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date																	Jan. 31, 2022
Interest rate																	12.00%
Number of shares issued																	8,755
Debt instrument, face amount																	$ 102,539
Exercise price																	$ 6.75
Debt instrument principal reduction payment																		87,773
ASOF Note I [Member] \| Arena Special Opportunities Fund, LP [Member] \| Common Stock [Member]
Short-Term Debt [Line Items]
Warrants to purchase common stock																	8,755
ASOP Note II [Member] \| Arena Special Opportunities Partners I, LP [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date																Jan. 31, 2022
Interest rate																12.00%
Number of shares issued																101,978
Warrants to purchase common stock																101,978
Debt instrument, face amount																$ 1,193,135
Exercise price																$ 6.75
Debt instrument principal reduction payment																		1,073,250
ASOF Note II [Member] \| Holders [Member]
Short-Term Debt [Line Items]
Repayments of related party debt					$ 300,000
Debt instrument, payment terms					The holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per extension. The holders also waived certain defaults under the notes.
Repayments of related party debt additional, description					The Company subsequently elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000.
ASOF Note II [Member] \| Arena Special Opportunities Fund, LP [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date																Jan. 31, 2022
Interest rate																12.00%
Number of shares issued																26,228
Warrants to purchase common stock																26,228
Debt instrument, face amount																$ 306,865
Exercise price																$ 6.75
Debt instrument principal reduction payment																		276,750
BL Note [Member] \| Blue Lake Partners, LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date															Mar. 22, 2023
Interest rate															12.00%
Number of shares issued															39,062
Warrants to purchase common stock															39,062
Debt instrument, face amount															$ 250,000
Exercise price															$ 6.40
Debt instrument principal reduction payment																		183,333
Repayments of debt			$ 66,667
BL Note [Member] \| Blue Lake Partners, LLC [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt Instrument, percentage			50.00%
BL Note [Member] \| Blue Lake Partners, LLC [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt Instrument, percentage			33.00%
MH Note [Member] \| Mast Hill Fund, LP [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date															Mar. 22, 2023
Interest rate															12.00%
Number of shares issued															39,062
Warrants to purchase common stock															39,062
Debt instrument, face amount															$ 350,000
Exercise price															$ 6.40
Debt instrument principal reduction payment																		256,667
Repayments of debt			$ 93,333
MH Note [Member] \| Mast Hill Fund, LP [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt Instrument, percentage			50.00%
MH Note [Member] \| Mast Hill Fund, LP [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt Instrument, percentage			33.00%
FM Note [Member] \| Fourth Man, LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date														Apr. 22, 2023
Interest rate														12.00%
Number of shares issued														23,437
Warrants to purchase common stock														23,437
Debt instrument, face amount														$ 150,000
Exercise price														$ 6.40
Debt instrument principal reduction payment																		110,000
Repayments of debt			$ 40,000
Debt outstanding																		0
FM Note [Member] \| Fourth Man, LLC [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt Instrument, percentage			50.00%
FM Note [Member] \| Fourth Man, LLC [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt Instrument, percentage			33.00%
Alumni Note [Member] \| Alumni Capital, LP [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date													Jun. 06, 2023
Interest rate													12.00%						12.00%
Number of shares issued													9,766
Warrants to purchase common stock													9,766						9,766
Debt instrument, face amount													$ 62,500						$ 62,500
Exercise price													$ 6.40						$ 6.40
Debt instrument principal reduction payment																		62,500
Walleye Opportunities Master Fund Note [Member] \| Walleye Opportunities Master Fund [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date												Aug. 30, 2023
Interest rate												12.00%
Number of shares issued												71,296
Warrants to purchase common stock												71,296
Debt instrument, face amount												$ 385,000
Exercise price												$ 5.40
Debt instrument principal reduction payment																		385,000
Tysadco Note VI [Member] \| Tysadco Partners, LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date											Apr. 12, 2023
Interest rate											12.00%
Number of shares issued											130,000
Debt instrument, face amount											$ 100,000
Debt instrument principal reduction payment																		937,500
Debt exchange amount											$ 752,000
Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount										$ 437,500								$ 437,500
Debt Instrument, percentage										18.00%
Purchase amount of future receivables										$ 350,000
Debt instrument discount percentage										20.00%
Debt instrument, interest rate										40.00%
Promissory Note [Member] \| WOMF [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount										$ 150,000
Line of credit										$ 50,000
Promissory Note [Member] \| WOMF [Member] \| Holder [Member]
Short-Term Debt [Line Items]
Interest rate										18.00%
Debt instrument, face amount										$ 435,000
Repayments of debt										$ 232,500
Debt instrument, interest rate										15.00%

Stockholders’ Equity (Details Narrative) - $ / shares		6 Months Ended
Stockholders’ Equity (Details Narrative) - $ / shares	Feb. 08, 2021	Jun. 30, 2023	Dec. 31, 2022	Mar. 27, 2021
Class of Stock [Line Items]
Preferred stock shares authorized		5,000,000	5,000,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock voting rights		Each share of Series A Preferred Stock is convertible into
Preferred Stock, share		218
Preferred stock shares authorized		20	20
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock voting rights		The shares of Series B Preferred Stock have no voting rights.
Dividend, description		Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day.
Preferred stock shares authorized		500,000	500,000
Preferred stock par or stated value per share		$ 0.001	$ 0.001
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion		1,667
Preferred stock shares authorized		2,000	2,000
Preferred stock par or stated value per share		$ 0.001	$ 0.001
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock voting rights	Each Series D Preferred Share has voting rights equal to 667 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders. Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred Shares (“Price per Share”).
Preferred stock shares authorized		4,000	4,000	4,000
Preferred stock par or stated value per share		$ 0.001	$ 0.001	$ 0.001

Summary of Stock Option Activity (Details)	6 Months Ended
Summary of Stock Option Activity (Details)	Jun. 30, 2023 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Option shares, outstanding beginning \| shares	1,056,666
Weighted average exercise price, outstanding beginning \| $ / shares	$ 4.02
Weighted average remaining contractual life years, outstanding beginning	3 years 6 months 29 days
Option shares, outstanding ending \| shares	1,056,666
Weighted average exercise price, exercisable ending \| $ / shares	$ 4.02
Weighted average remaining contractual life years, exercisable ending	3 years 3 months 29 days

Stock Options (Details Narrative) - USD ($)	6 Months Ended
Stock Options (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share based compensation	$ 0	$ 571,819

Related Party Transactions (Details Narrative)	6 Months Ended
Related Party Transactions (Details Narrative)	Jun. 30, 2022 USD ($)
Director [Member]
Related Party Transaction [Line Items]
Professional fees	$ 8,000

Schedule of Future maturities of Lease Liabilities (Details)	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Six months ended December 31, 2023	$ 370,263
Fiscal year 2024	469,818
Total future Lease Payment	$ 840,081

Commitments and Contingencies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 270,521	$ 332,520

Subsequent Events (Details Narrative)	1 Months Ended
Subsequent Events (Details Narrative)	Jul. 31, 2023 lb shares	Jun. 30, 2023 shares	Dec. 31, 2022 shares
Subsequent Event [Line Items]
Common stock, shares, issued		5,700,792	4,422,584
Subsequent Event [Member] \| Biomass [Member]
Subsequent Event [Line Items]
Interest rate, percentage	67.00%
Purchase of biomass \| lb	1,800,000
Common stock, shares, issued	450,000
Subsequent Event [Member] \| WOMF [Member]
Subsequent Event [Line Items]
Common stock, shares, issued	250,000