Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2024

CAN B CORP.

(Exact name of registrant as specified in its charter)

Florida

000-55753

20-3624118

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

960 South Broadway, Suite 120
Hicksville, NY 11801		11801
(Address of principal executive offices)		(Zip Code)

(516) 595-9544

Registrant’s telephone number, including area code

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

ITEM 8.01 OTHER EVENTS

As previously disclosed, on December 20, 2023 Can B Corp. (the “Company”) filed an action in the Supreme Court, County of New York (the “Court”), seeking to preliminarily and permanently enjoin the proposed sale by Arena Special Opportunities Partners I, LP, Arena Special Opportunities Fund, LP and Arena Investors, LP (collectively, “Arena”) under Article 9 of the Uniform Commercial Code of substantially all of the assets of the Company and its subsidiaries due to, among other things, its contention that the proposed auction would not be commercially reasonable and the security interests in the Company’s assets claimed to be held by Arena are invalid.

On December 21, 2023, Arena agreed to postpone the proposed auction and, in a stipulation filed with the Court, the Company agreed that it would advise the Court by January 12, 2024 as to whether it intends to proceed with its motion for a preliminary injunction. On January 12, 2024, the Company requested that the Court hold the Company’s motion in abeyance and that the date for filing the letter advising as to whether it intends to proceed with the motion for a preliminary injunction be extended until February 12, 2024.

The Company is pursuing replacement financing as a means of resolving the matter with Arena. No assurance can be given that the Company will be successful in obtaining replacement financing.

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 hereunto duly authorized.

Date: January 16, 2024

	Can B Corp.

	By:	/s/ Marco Alfonsi
	Name:	Marco Alfonsi
	Title:	CEO

Cover	Jan. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 12, 2024
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Not Applicable