UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Can B Corp.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
13470W103
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP
No. 13470W103 |
|
13G |
|
Page
2 of 10 Pages |
1. |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Partners I, LP |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
5. |
|
SOLE
VOTING POWER
501,761 (1) |
|
6. |
|
SHARED VOTING POWER
0
|
|
7. |
|
SOLE
DISPOSITIVE POWER
501,761 (1) |
|
8. |
|
SHARED
DISPOSITIVE POWER
0 |
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,761 (1) |
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN |
|
|
(1)
Includes shares of Common Stock that
are issuable upon conversion of convertible notes and/or
exercise of warrants. The convertible notes and warrants
are each subject to a 9.99% beneficial ownership blocker and the
percentage set forth on row (11) and the number of shares of Common
Stock set forth on rows (5), (7) and (9) give effect to such
blockers. |
CUSIP
No. 13470W103 |
|
13G |
|
Page
3 of 10 Pages |
1. |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Fund, LP |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
5. |
|
SOLE
VOTING POWER
409,358 (1) |
|
6. |
|
SHARED
VOTING POWER
0 |
|
7. |
|
SOLE
DISPOSITIVE POWER
409,358 (1) |
|
8. |
|
SHARED
DISPOSITIVE POWER
0 |
|
|
|
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,358 (1) |
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7% |
12. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN |
|
|
(1)
Includes shares of Common Stock that
are issuable upon conversion of convertible notes and/or
exercise of warrants. |
CUSIP
No. 13470W103 |
|
13G |
|
Page
4 of 10 Pages |
1. |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Partners (Onshore) GP, LLC |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
5. |
|
SOLE
VOTING POWER
501,761 (1) |
|
6. |
|
SHARED VOTING POWER
0
|
|
7. |
|
SOLE
DISPOSITIVE POWER
501,761 (1) |
|
8. |
|
SHARED
DISPOSITIVE POWER
0 |
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,761 (1) |
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO |
|
|
(1)
Includes shares of Common Stock that
are issuable upon conversion of convertible notes and/or
exercise of warrants. The convertible notes and warrants
are each subject to a 9.99% beneficial ownership blocker and the
percentage set forth on row (11) and the number of shares of Common
Stock set forth on rows (5), (7) and (9) give effect to such
blockers. |
CUSIP
No. 13470W103 |
|
13G |
|
Page
5 of 10 Pages |
|
|
|
1. |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special
Opportunities Fund (Onshore) GP, LLC |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
5. |
|
SOLE
VOTING POWER
409,358 (1) |
|
6. |
|
SHARED
VOTING POWER
0 |
|
7. |
|
SOLE
DISPOSITIVE POWER
409,358 (1) |
|
8. |
|
SHARED
DISPOSITIVE POWER
0 |
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,358 (1) |
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7% |
12. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO |
|
|
(1)
Includes shares of Common Stock that
are issuable upon conversion of convertible notes and/or
exercise of warrants. |
CUSIP
No. 13470W103 |
|
13G |
|
Page
6 of 10 Pages |
|
|
|
1. |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Investors, LP |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
|
5. |
|
SOLE
VOTING POWER
500,083 (1) |
|
6. |
|
SHARED
VOTING POWER
0 |
|
7. |
|
SOLE
DISPOSITIVE POWER
500,083 (1) |
|
8. |
|
SHARED
DISPOSITIVE POWER
0 |
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,083 (1) |
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
|
TYPE
OF REPORTING PERSON (see instructions)
IA, PN |
|
|
(1)
Includes shares of Common Stock that
are issuable upon conversion of convertible notes and/or
exercise of warrants. The convertible notes and warrants
are each subject to a 9.99% beneficial ownership blocker and the
percentage set forth on row (11) and the number of shares of Common
Stock set forth on rows (5), (7) and (9) give effect to such
blockers. |
CUSIP
No. 13470W103 |
|
13G |
|
Page
7 of 10 Pages |
1. |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Investors GP, LLC |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
5. |
|
SOLE
VOTING POWER
500,083 (1) |
|
6. |
|
SHARED
VOTING POWER
0 |
|
7. |
|
SOLE
DISPOSITIVE POWER
500,083 (1) |
|
8. |
|
SHARED
DISPOSITIVE POWER
0 |
|
|
|
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,083 (1) |
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO |
|
|
(1)
Includes shares of Common Stock that are issuable upon conversion
of convertible notes and/or exercise of warrants. The
convertible notes and warrants are each subject to a
9.99% beneficial ownership blocker and the percentage set forth on
row (11) and the number of shares of Common Stock set forth on rows
(5), (7) and (9) give effect to such blockers. |
CUSIP
No. 13470W103 |
|
13G |
|
Page
8 of 10 Pages |
Item 1(a). Name of Issuer:
The name of the issuer is Can B Corp. (the “Issuer”)
Item 1(b). Address of Issuer's Principal Executive
Offices:
The Issuer's principal executive offices are located at 960 South
Broadway, Suite 120, Hicksville, NY 11801.
Item 2(a). Names of Persons Filing:
This statement is filed by the entities and persons listed below,
who are collectively referred to herein as “Reporting Person,” with
respect to the shares of Common Stock (as defined in Item 2(d)
below) of the Issuer:
Arena Funds
(i) Arena Special Opportunities Partners I,
LP (the “Partners Fund”).
(ii) Arena Special Opportunities Fund, LP (the
“Opportunities Fund” and collectively with the Partners Fund, the
“Arena Funds”).
Investment Manager
(iii) Arena Investors, LP (the “Investment Manager”),
who serves as investment manager for the Arena Funds.
Reporting Entities
(iv) Arena Special Opportunities Partners (Onshore) GP,
LLC, who serves as the general partner for the Partners Fund (the
“Partners Fund General Partner”);
(v) Arena Investors GP, LLC, who serves as the
general partner for the Investment Manager (the “Manager General
Partner”); and
(vi) Arena Special Opportunities Fund (Onshore) GP, LLC,
who serves as the general partner for the Opportunities Fund (the
“General Partner” and together with the Arena Funds, the Partners
Fund General Partner, the Investment Manager, and the Manager
General Partner, the “Reporting Entities”).
Item 2(b). Address of Principal Business Office or, if none,
Residence:
The principal business address of each of the Reporting Persons is
405 Lexington Avenue, 59th Floor, New York, New York
10174.
Item 2(c). Citizenship:
Citizenship is set forth in
Row 4 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting
Person.
Item 2(d). Title of Class of Securities:
common stock, no par value per share (the “Common Stock”)
Item 2(e). CUSIP Number:
13470W103
CUSIP
No. 13470W103 |
|
13G |
|
Page
9 of 10 Pages |
Item
3. If This Statement is Filed Pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing
is a:
Not applicable.
Item 4. Ownership.
The information as of the date of the event which requires filing
of this statement, which information remains accurate as of the
date of filing of this Schedule 13G/A, required by Items 4(a) – (c)
is set forth in Rows 5 – 11 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
The Investment Manager, is the investment manager of the Arena
Funds. The Manager General Partner is the general partner of the
Investment Manager. The General Partner is the general partner of
the Opportunities Fund. The Partners Fund General Partner is the
general partner of the Partners Fund. As a result of the foregoing,
the Investment Manager and
the Reporting Entities may be deemed to be beneficial owners
of securities of the Issuer directly held by the Arena Funds, and
may be deemed to have the power to vote or direct the vote of and
the power to dispose or direct the disposition of such
securities.
Each Reporting Person declares that neither the filing of this
statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or
13(g) of the Act or any other purpose, the beneficial owner of any
securities covered by this statement. Pursuant to Rule 13d-4 of the
Act, each of the Investment Manager and the Reporting Entities
disclaim beneficial ownership of the shares of Common Stock of the
Issuer held directly by Arena Funds.
The above percentages of beneficial ownership are based on
4,915,173 shares of Common Stock outstanding as of November 9,
2020, as reported by the Issuer in its Form 10-Q filed on November
16, 2020.
Item 5. Ownership of Five Percent or Less of a
Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ¨.
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item
10. Certification.
By signing
below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §
240.14a-11.
CUSIP
No. 13470W103 |
|
13G |
|
Page
10 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 16, 2021
|
ARENA SPECIAL OPPORTUNITIES PARTNERS
I, LP |
|
By: Arena Special Opportunities Partners
(Onshore) GP, LLC, its General Partner |
|
|
|
/s/ Lawrence Cutler |
|
Name: Lawrence Cutler |
|
Title: Authorized Signatory |
|
|
|
ARENA SPECIAL OPPORTUNITIES FUND LP |
|
By: Arena Special Opportunities Fund (Onshore)
GP, LLC, its General Partner |
|
|
|
/s/ Lawrence Cutler |
|
Name: Lawrence Cutler |
|
Title: Authorized Signatory |
|
|
|
ARENA INVESTORS LP |
|
By: Arena Investors GP, LLC, its General
Partner |
|
|
|
/s/ Lawrence Cutler |
|
Name: Lawrence Cutler |
|
Title: Authorized Signatory |
|
|
|
ARENA SPECIAL OPPORTUNITIES PARTNERS (ONSHORE)
GP, LLC |
|
|
|
/s/ Lawrence Cutler |
|
Name: Lawrence Cutler |
|
Title: Authorized Signatory |
|
|
|
ARENA SPECIAL OPPORTUNITIES FUND (ONSHORE) GP,
LLC |
|
|
|
/s/ Lawrence Cutler |
|
Name: Lawrence Cutler |
|
Title: Authorized Signatory |
|
|
|
ARENA INVESTORS GP, LLC |
|
|
|
/s/ Lawrence Cutler |
|
Name: Lawrence Cutler |
|
Title: Authorized Signatory |