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): June 14, 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 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

As previously reported by Can B Corp. (the “Company”), on March 14, 2024, certain equipment used in the operation of the Company’s hemp division were sold in an auction conducted under Article 9 of the Uniform Commercial Code. The auction resulted in proceeds of approximately $300,000 which were applied to the Company’s obligations under convertible notes held by Arena Special Opportunities Partners I, L.P. and its affiliates. The Company’s Board of Directors has concluded that as a result of the impact of the auction on the hemp division, it is no longer feasible to continue the Company’s hemp operations. As a result, effective immediately, the Company will no longer pursue the development, manufacture or sale of hemp derived products. The Company expects to issue approximately 4,825,000 shares of its common stock and return approximately 1.4 million pounds of biomass to a supplier in connection with the termination of a hemp processing agreement. In addition, the Company expects to incur lease termination costs of up to $132,000 in connection with the termination of its hemp operations.

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: June 18, 2024

	Can B Corp.

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

Can B Corp 8-K